Form 4 PennyMac Financial Servi For: Mar 09 Filed by: Grogin Jeffrey

July 10, 2019 4:42 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 *
Grogin Jeffrey

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Enterprise Ops Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/09/2018
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
Common Stock 33,434 (1) D
Common Stock 33,193 I JBG Children's Trust utd 12/31/2000
Common Stock 22,129 I MJG Children's Trust utd 12/31/2000
Common Stock 482,580 I The Grogin Living Trust dtd 12-19-01
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
Nonstatutory Stock Option (Right to Buy) $ 24.4 03/09/2018 A 17,204 03/09/2019 03/08/2028 Common Stock 17,204 (2) $ 24.4 17,204 D
Nonstatutory Stock Option (Right to Buy) $ 22.92 03/15/2019 A 18,057 03/15/2020 03/14/2029 Common Stock 18,057 (3) $ 22.92 18,057 D
Nonstatutory Stock Option (Right to Buy) $ 21.03 06/13/2014 06/12/2023 Common Stock 15,882 (4) 15,882 D
Nonstatutory Stock Option (Right to Buy) $ 17.26 02/26/2015 02/25/2024 Common Stock 28,216 (5) 28,216 D
Nonstatutory Stock Option (Right to Buy) $ 17.52 03/03/2016 03/02/2025 Common Stock 23,829 (6) 23,829 D
Nonstatutory Stock Option (Right to Buy) $ 11.28 03/07/2017 03/06/2026 Common Stock 27,771 (7) 27,771 D
Nonstatutory Stock Option (Right to Buy) $ 18.05 03/06/2018 03/05/2027 Common Stock 22,506 (8) 22,506 D
Explanation of Responses:
1. The reported amount consists of 14,811 restricted stock units and 18,623 shares of Common Stock. The restricted stock units are to be settled in an equal number of shares of Common Stock upon vesting.
2. 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.
3. 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.
4. This nonstatutory stock option to purchase 15,882 shares of 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.
5. This nonstatutory stock option to purchase 28,216 shares of 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.
6. This nonstatutory stock option to purchase 23,829 shares of 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 committed service through each date.
7. This nonstatutory stock option to purchase 27,771 shares of 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.
8. This nonstatutory stock option to purchase 22,506 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.
Remarks:
The Reporting Person was a Section 16 Officer of the Issuer from June 13, 2013 to February 28, 2018. The Reporting Person became a Section 16 Officer again on July 1, 2019 at such time as he became Senior Managing Director and Chief Enterprise Operations Officer. The transactions bring the Reporting Person's trading activity in the interim up to date.
/s/ Kisha Parker, attorney-in-fact for Mr. Grogin 07/10/2019
** 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 25th day of June, 2019.


		By: /s/ Jeffrey P. Grogin
		Name:	Jeffrey P. Grogin

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 June 25, 2019, before me, Denise M. Bounce, Notary Public,
personally appeared Stanford L. Kurland 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)
Denise M. Bounce
Commission # 2140361
Notary Public - California
Ventura County
My Commission Expires:	Jan 17, 2020
/s/ Denise M. Bounce
(Signature of notarial officer)


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