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^*

Grogin Jeffrey

(Last)

(First)

(Middle)

C/O PENNYMAC FINANCIAL SERVICES, INC.

3043 TOWNSGATE ROAD

(Street)

WESTLAKE VILLAGE

91361

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PennyMac Financial Services, Inc. [ PFSI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2021

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 Stock	02/25/2021		A		2,124⁽¹⁾	A	$0	30,885⁽²⁾	D
Common Stock	02/25/2021		M		17,891⁽³⁾	A	$0	48,776⁽⁴⁾	D
Common Stock	02/25/2021		F		8,990⁽⁵⁾	D	$62.33	39,786⁽⁶⁾	D
Common Stock	02/26/2021		F		681⁽⁷⁾	D	$58.85	39,105⁽⁸⁾	D
Common Stock								21,000	I	JBG Children's Trust utd 12/31/2000
Common Stock								22,129	I	MJG Children's Trust utd 12/31/2000
Common Stock								453,655	I	The Grogin Living Trust dtd 12-19-01
Common Stock								4,395	I	Grogin Giving Fund

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)
Nonstatutory Stock Option (Right to Buy)	$58.85	02/25/2021		A		9,239		02/25/2022	02/24/2031	Common Stock	9,239	$0	9,239	D
Performance-Based Restricted Stock Units	⁽³⁾	02/25/2021		A		17,891		⁽³⁾	⁽³⁾	Common Stock	17,891	$0	17,891	D
Performance-Based Restricted Stock Units	⁽³⁾	02/25/2021		M			17,891	⁽³⁾	⁽³⁾	Common Stock	17,891	$0	0	D
Nonstatutory Stock Option (Right to Buy)	$24.4							03/09/2019	03/08/2028	Common Stock	5,735⁽⁹⁾		5,735	D
Nonstatutory Stock Option (Right to Buy)	$22.92							03/15/2020	03/14/2029	Common Stock	12,038⁽¹⁰⁾		12,038	D
Nonstatutory Stock Option (Right to Buy)	$35.03							02/26/2021	02/25/2030	Common Stock	17,824⁽⁹⁾		17,824	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 14,050 restricted stock units and 16,835 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 9, 2018 and vested on February 25, 2021, 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 39.4% for the period of January 1, 2018 through December 31, 2020 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 14,050 restricted stock units and 34,726 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 performance-based restricted stock units.

6. The reported amount consists of 14,050 restricted stock units and 25,736 shares of Common Stock. The restricted stock units are to be settled in an equal number of shares of Common Stock upon vesting.

7. Represents shares withheld for taxes upon vesting of restricted stock units.

8. The reported amount consists of 12,445 restricted stock units and 26,660 shares of Common Stock. The restricted stock units are to be settled in an equal number of shares of Common Stock upon vesting.

9. This nonstatutory stock option to purchase 17,204 shares of Common Stock of the Issuer will vest as to one-third of the optioned shares on each March 9, 2019, 2020 and 2021, subject to the Reporting Person's continued service through each date.

10. This nonstatutory stock option to purchase 18,057 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.

	/s/ Derek W. Stark, attorney-in-fact for Mr. Grogin	03/01/2021
	** 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).
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