| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PennyMac Financial Services, Inc. [ PFSI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/23/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 02/23/2022 | A | 7,229(1) | A | $0 | 62,664(2) | D | |||
| Common Stock | 02/23/2022 | M | 8,409(3) | A | $0 | 71,073(4) | D | |||
| Common Stock | 02/23/2022 | F | 2,905(5) | D | $58.05 | 68,168(6) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Nonstatutory Stock Option (Right to Buy) | $57.1 | 02/23/2022 | A | 20,967 | 02/23/2023 | 02/22/2032 | Common Stock | 20,967(7) | $0 | 20,967 | D | ||||
| Performance-Based Restricted Stock Units | (3) | 02/23/2022 | A | 8,409 | (3) | (3) | Common Stock | 8,409 | $0 | 8,409 | D | ||||
| Performance-Based Restricted Stock Units | (3) | 02/23/2022 | M | 8,409 | (3) | (3) | Common Stock | 8,409 | $0 | 0 | D | ||||
| Nonstatutory Stock Option (Right to Buy) | $58.85 | 02/25/2022 | 02/24/2031 | Common Stock | 6,652(8) | 6,652 | D | ||||||||
| Nonstatutory Stock Option (Right to Buy) | $35.03 | 02/26/2021 | 02/25/2030 | Common Stock | 11,882(9) | 11,882 | D | ||||||||
| Nonstatutory Stock Option (Right to Buy) | $59.68 | 12/14/2020 | 12/13/2030 | Common Stock | 13,506(10) | 13,506 | D | ||||||||
| Nonstatutory Stock Option (Right to Buy) | $22.92 | 03/15/2020 | 03/14/2029 | Common Stock | 8,086(11) | 8,086 | D | ||||||||
| Nonstatutory Stock Option (Right to Buy) | $24.4 | 03/09/2019 | 03/08/2028 | Common Stock | 7,684(12) | 7,684 | D | ||||||||
| Nonstatutory Stock Option (Right to Buy) | $18.05 | 03/06/2018 | 03/05/2027 | Common Stock | 6,925(13) | 6,925 | 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. The reported amount consists of 11,977 restricted stock units and 50,687 shares of Common Stock. The restricted stock units are to be settled in an equal number of shares of Common Stock upon vesting. |
| 3. This performance-based restricted stock unit (PSU) award was granted to the Reporting Person on March 15, 2019 and vested on February 23, 2022, as determined by the Compensation Committee of the Board of Directors. The payout of shares of Common Stock pursuant to the PSU award was determined based on PNMAC pre-tax return on equity (ROE) of 38.2% for the period of January 1, 2019 through December 31, 2021 as measured against the ROE target established at the time of grant. The payout percentage for the award based on ROE achievement was 130%. |
| 4. The reported amount consists of 11,977 restricted stock units and 59,096 shares of Common Stock. The restricted stock units are to be settled in an equal number of shares of Common Stock upon vesting. |
| 5. Represents shares withheld for taxes upon vesting of restricted stock units. |
| 6. The reported amount consists of 11,977 restricted stock units and 56,191 shares of Common Stock. The restricted stock units are to be settled in an equal number of shares of Common Stock upon vesting. |
| 7. This nonstatutory stock option to purchase 20,967 shares of Common Stock of the Issuer will vest as to one-third of the optioned shares on each of February 23, 2023, 2024 and 2025, subject to the Reporting Person's continued service through each date. |
| 8. This nonstatutory stock option to purchase 6,652 shares of Common Stock of the Issuer will vest as to one-third of the optioned shares on each of February 25, 2022, 2023 and 2024, subject to the Reporting Person's continued service through each date. |
| 9. This nonstatutory stock option to purchase 11,882 shares of Common Stock of the Issuer will vest as to one-third of the optioned shares on each of February 26, 2021, 2022 and 2023, subject to the Reporting Person's continued service through each date. |
| 10. This nonstatutory stock option to purchase 13,506 shares of Common Stock of the Issuer is fully vested but subject to certain transfer restrictions that will lapse in one-third increments on each of December 14, 2021, 2022 and 2023 ,subject to the Reporting Person's continued service through each lapse date. |
| 11. This nonstatutory stock option to purchase 8,086 shares of Common Stock of the Issuer will vest as to one-third of the optioned shares on each of March 15, 2020, 2021 and 2022, subject to the Reporting Person's continued service through each date. |
| 12. This nonstatutory stock option to purchase 7,684 shares of Common Stock of the Issuer will vest as to one-third of the optioned shares on each of March 9, 2019, 2020 and 2021, subject to the Reporting Person's committed service through each date. |
| 13. This nonstatutory stock option to purchase 6,925 shares of Common Stock of the Issuer will vest as to one-third of the optioned shares on each of March 6, 2018, 2019 and 2020, subject to the Reporting Person's committed service through each date. |
| /s/ Derek Stark | 02/25/2022 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||