| 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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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Expires: |
December 31, 2014 |
| Estimated average burden |
| hours per response: |
0.5 |
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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
*
| C/O PENNYMAC FINANCIAL SERVICES, INC. |
| 3043 TOWNSGATE ROAD |
(Street)
| WESTLAKE VILLAGE |
CA |
91361 |
|
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) |
| Chief Enterprise Ops Officer |
|
3. Date of Earliest Transaction
(Month/Day/Year)
05/24/2018
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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)
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4.
Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported
Transaction(s) (Instr.
3 and 4)
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6.
Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7.
Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
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Class A Common Stock
|
05/24/2018 |
|
M |
|
5,000
|
A
|
$
0
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5,000
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I
|
The McCallion Family Trust dated 12/21/98
|
|
Class A Common Stock
|
05/24/2018 |
|
S |
|
5,000
|
D
|
$
20.46
|
0
|
I
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The McCallion Family Trust dated 12/21/98
|
|
Class A Common Stock
|
|
|
|
|
|
|
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34,920
|
D
|
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| 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
|
|
05/24/2018 |
|
M |
|
|
5,000
|
|
|
Class A Common Stock
|
5,000
|
$
0
|
545,720
|
I
|
The McCallion Family Trust dated 12/21/98
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Nonstatutory Stock Option (Right to Buy)
|
$
21.03
|
|
|
|
|
|
|
06/13/2014 |
06/12/2023 |
Class A Common Stock
|
15,882
|
|
15,882
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D
|
|
|
Nonstatutory Stock Option (Right to Buy)
|
$
17.26
|
|
|
|
|
|
|
02/26/2015 |
02/25/2024 |
Class A Common Stock
|
28,216
|
|
28,216
|
D
|
|
|
Nonstatutory Stock Option (Right to Buy)
|
$
17.52
|
|
|
|
|
|
|
03/03/2016 |
03/02/2025 |
Class A Common Stock
|
23,829
|
|
23,829
|
D
|
|
|
Nonstatutory Stock Option (Right to Buy)
|
$
11.28
|
|
|
|
|
|
|
03/07/2017 |
03/06/2026 |
Class A Common Stock
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27,771
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|
27,771
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D
|
|
|
Nonstatutory Stock Option (Right to Buy)
|
$
18.05
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|
|
|
|
|
|
03/06/2018 |
03/05/2027 |
Class A Common Stock
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22,506
|
|
22,506
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D
|
|
|
Nonstatutory Stock Option (Right to Buy)
|
$
24.4
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|
|
|
|
|
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03/09/2019 |
03/08/2028 |
Class A Common Stock
|
17,204
|
|
17,204
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D
|
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| Explanation of Responses: |
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/s/ Kisha Parker, attorney-in-fact for Ms. McCallion |
05/25/2018 |
|
** 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. |
| 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. |
LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes
and appoints each of Derek W. Stark, Kisha Parker, Myra Stevens and Devra
Lindgren, each acting individually, as the undersigned's true and lawful
attorney-in-fact, with full power and authority as hereinafter described on
behalf of and in the name, place and stead of the undersigned to:
(1) prepare, execute, acknowledge, deliver and file Forms 3, 4, and
5 (including any amendments thereto) with respect to the securities of
PennyMac Financial Services, Inc., a Delaware corporation (the ?Company?),
with the United States Securities and Exchange Commission, any national
securities exchanges and the Company, as considered necessary or advisable
under Section 16(a) of the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder, as amended from time to time
(the ?Exchange Act?);
(2) seek or obtain, as the undersigned's representative and on the
undersigned's behalf,information on transactions in the Company's securities
from any third party, including brokers, employee benefit plan administrators
and trustees, and the undersigned hereby authorizes any such person to
release any such information to the undersigned and approves and ratifies
any such release of information; and
(3) perform any and all other acts which in the discretion of such
attorney-in-fact are necessary or desirable for and on behalf of the
undersigned in connection with the foregoing.
The undersigned acknowledges that:
(1) this Limited Power of Attorney authorizes, but does not require, such
attorney-in-fact to act in their discretion on information provided to such
attorney-in-fact without independent verification of such information;
(2) any documents prepared and/or executed by such attorney-in-fact on
behalf of the undersigned pursuant to this Limited Power of Attorney will
be in such form and will contain such information and disclosure as such
attorney-in-fact, in his or her discretion, deems necessary or desirable;
(3) neither the Company nor such attorney-in-fact assumes (i) any
liability for the undersigned's responsibility to comply with the requirement
of the Exchange Act, (ii) any liability of the undersigned for any failure to
comply with such requirements, or (iii) any obligation or liability of the
undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and
(4) this Limited Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under the
Exchange Act, including without limitation the reporting requirements under
Section 16 of the Exchange Act.
The undersigned hereby gives and grants the foregoing attorney-in-
fact full power and authority to do and perform all and every act and
thing whatsoever requisite, necessary or appropriate to be done in and
about the foregoing matters as fully to all intents and purposes as the
undersigned might or could do if present, hereby ratifying all that such
attorney-in-fact of, for and on behalf of the undersigned, shall lawfully
do or cause to be done by virtue of this Limited Power of Attorney.
This Limited Power of Attorney shall remain in full force and effect
until revoked by the undersigned in a signed writing delivered to such
attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of
Attorney to be executed as of this 16h day of May, 2018.
By: /s/ Anne D. McCallion
Name: Anne D. McCallion
A notary public or other officer completing this certificate verifies
only the identity of the individual who signed the document to which
this certificate is attached and not the truthfulness, accuracy or
validity of that document.
State of California }
County of Ventura }
On May 16, 2018, before me, Angela Everest, Notary Public,
personally appeared Anne D. McCallion who proved to me on the basis
of satisfactory evidence to be the person whose name is subscribed
to the within instrument and acknowledged to me that he executed
the same in his authorized capacity, and that by his signature on
the instrument the person, or the entity upon behalf of which the
person acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of
California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
(Seal)
Angela Everest
Commission # 2118643
Notary Public - California
Ventura County
My Commission Expires: Jul 6, 2019
/s/ Angela Everest
(Signature of notarial officer)
