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Form 4 PENNYMAC FINANCIAL SERVI For: Apr 05 Filed by: SPECTOR DAVID

April 9, 2018 1:56 PM
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 *
SPECTOR DAVID
(Last) (First) (Middle)
C/O PENNYMAC FINANCIAL SERVICES, INC.
3043 TOWNSGATE ROAD
(Street)
WESTLAKE VILLAGE CA 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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
04/05/2018
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)
Code V Amount (A) or (D) Price
Class A Common Stock 04/05/2018 S 10,073 (1) D $ 22.9665 (2) 39,641 (3) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Cl A Units of Private Nat'l Mortgage Acceptance Company, LLC (4) (4) (4) (4) Class A Common Stock 1,234,125 1,234,125 D
Cl A Units of Private Nat'l Mortgage Acceptance Company, LLC (4) (4) (4) (4) Class A Common Stock 465,604 465,604 I ST Family Investment Company LLC (5)
Nonstatutory Stock Option (Right to Buy) $ 21.03 06/13/2014 06/12/2023 Class A Common Stock 40,735 (6) 40,735 D
Nonstatutory Stock Option (Right to Buy) $ 17.26 02/26/2015 02/25/2024 Class A Common Stock 72,301 (7) 72,301 D
Nonstatutory Stock Option (Right to Buy) $ 17.52 03/03/2016 03/02/2025 Class A Common Stock 61,120 (8) 61,120 D
Nonstatutory Stock Option (Right to Buy) $ 11.28 03/07/2017 03/06/2026 Class A Common Stock 71,161 (9) 71,161 D
Nonstatutory Stock Option (Right to Buy) $ 18.05 03/06/2018 03/05/2027 Class A Common Stock 69,252 (10) 69,252 D
Nonstatutory Stock Option (Right to Buy) $ 24.4 03/09/2019 03/08/2028 Class A Common Stock 52,935 (11) 52,935 D
Explanation of Responses:
1. These shares of Class A Common Stock were sold pursuant to a 10b5-1 plan.
2. The price reported is the weighted average price of multiple transactions ranging from $22.85 to $23.15. The reporting person hereby undertakes to provide upon request to the SEC, the Issuer or a security holder of the Issuer the number of Class A Common Stock and the prices at which the transactions were effected.
3. The reported amount consists of 39,641 restricted stock units. The restricted stock units are to be settled in an equal number of shares of Class A Common Stock upon vesting.
4. Pursuant to the terms of an exchange agreement, Class A Units of Private National Mortgage Acceptance Company, LLC are exchangeable for shares of Class A Common Stock of PennyMac Financial Services, Inc. on a one-for-one basis, subject to customary conversion rate adjustments.
5. These securities are held by ST Family Investment Company LLC, of which Mr. Spector is the sole manager. Mr. Spector disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
6. This nonstatutory stock option to purchase 40,735 shares of Class A Common Stock of the Issuer will vest as to one-third of the optioned shares on each of June 13, 2014, 2015 and 2016, subject to the Reporting Person's continued service through each date.
7. This nonstatutory stock option to purchase 72,301 shares of Class A Common Stock of the Issuer will vest as to one-third of the optioned shares on each of February 26, 2015, 2016 and 2017, subject to the Reporting Person's continued service through each date.
8. This nonstatutory stock option to purchase 61,120 shares of Class A Common Stock of the Issuer will vest as to one-third of the optioned shares on each of March 3, 2016, 2017 and 2018, subject to the Reporting Person's continued service through each date.
9. This nonstatutory stock option to purchase 71,161 shares of Class A Common Stock of the Issuer will vest as to one-third of the optioned shares on each of March 7, 2017, 2018 and 2019, subject to the Reporting Person's committed service through each date.
10. This nonstatutory stock option to purchase 69,252 shares of Class A 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.
11. This nonstatutory stock option to purchase 52,935 shares of Class A 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.
/s/ Jeffrey P. Grogin, attorney-in-fact for Mr. Spector 04/09/2018
** 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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