SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Follette James

(Last)

(First)

(Middle)

C/O PENNYMAC MORTGAGE INVESTMENT TRUST

3043 TOWNSGATE ROAD

(Street)

WESTLAKE VILLAGE

91361

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PennyMac Mortgage Investment Trust [ PMT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Digital Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares of Beneficial Interest	03/12/2024		A		3,133⁽¹⁾	A	$0	14,218	D
Common Shares of Beneficial Interest	03/12/2024		M		2,110⁽²⁾	A	$0	11,085	D
Common Shares of Beneficial Interest	03/12/2024		F		1,070⁽³⁾	D	$14.28	13,148⁽⁴⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance-Based Restricted Share Units	⁽²⁾	03/12/2024		A		2,110		⁽²⁾	⁽²⁾	Common Shares of Beneficial Interest	2,110	$0	2,110	D
Performance-Based Restricted Share Units	⁽²⁾	03/12/2024		M			2,110	⁽²⁾	⁽²⁾	Common Shares of Beneficial Interest	2,110	$0	0	D

Explanation of Responses:

1. The Reporting Person was granted restricted stock units, which will vest in three equal installments beginning on the first anniversary of the date of grant, are to be settled in an equal number of shares of common stock upon vesting.

2. This performance-based restricted share unit (PSU) award was granted on February 28, 2023 and may vest in three equal installments subject to the satisfaction of certain performance based criteria for each of the fiscal years ending 2023, 2024 and 2025. The PSU vested as to one-third on March 12, 2024 and the payout of common shares of beneficial interest pursuant to the PSU award for the 2023 fiscal year was determined based on a return on equity and relative total stockholder return for the period of January 1, 2023 through December 31, 2023 resulting in a payout of 150%.

3. Represents shares withheld for taxes upon vesting of performance-based restricted stock units.

4. The reported amount consists of 5,435 restricted stock units and 7,713 shares of Common Stock. The restricted stock units are to be settled in an equal number of shares of Common Stock upon vesting.

	/s/ Derek W. Stark, attorney-in-fact for Mr. Follette	03/14/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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