UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
PennyMac Mortgage Investment Trust |
(Name of Issuer)
Common Stock, $0.01 par value |
(Title of Class of Securities)
70931T103 |
(CUSIP Number)
August 4, 2014 |
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
ý Rule 13d-1(c)
¨ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 70931T103 | 13G |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) EJF Capital LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) x (b) o |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
NUMBER OF SHARES | 5 | SOLE VOTING POWER 0 |
BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 4,757,109 |
EACH REPORTING | 7 | SOLE DISPOSITIVE POWER 0 |
PERSON WITH | 8 | SHARED DISPOSITIVE POWER 4,757,109 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,757,109 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.4% |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA |
CUSIP No. 70931T103 | 13G |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Emanuel J. Friedman | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) x (b) o |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |
NUMBER OF SHARES | 5 | SOLE VOTING POWER 0 |
BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 4,757,109 |
EACH REPORTING | 7 | SOLE DISPOSITIVE POWER 0 |
PERSON WITH | 8 | SHARED DISPOSITIVE POWER 4,757,109 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,757,109 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.4% |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN |
CUSIP No. 70931T103 | 13G |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) EJF Debt Opportunities Master Fund, L.P. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) x (b) o |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |
NUMBER OF SHARES | 5 | SOLE VOTING POWER 0 |
BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 4,102,949 |
EACH REPORTING | 7 | SOLE DISPOSITIVE POWER 0 |
PERSON WITH | 8 | SHARED DISPOSITIVE POWER 4,102,949 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,102,949 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.5% |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN |
CUSIP No. 70931T103 | 13G |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) EJF Debt Opportunities GP, LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) x (b) o |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
NUMBER OF SHARES | 5 | SOLE VOTING POWER 0 |
BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 4,102,949 |
EACH REPORTING | 7 | SOLE DISPOSITIVE POWER 0 |
PERSON WITH | 8 | SHARED DISPOSITIVE POWER 4,102,949 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,102,949 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.5% |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO |
CUSIP No. 70931T103 | 13G |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) EJF Financial Opportunities Master Fund, LP | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) x (b) o |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |
NUMBER OF SHARES | 5 | SOLE VOTING POWER 0 |
BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 400 |
EACH REPORTING | 7 | SOLE DISPOSITIVE POWER 0 |
PERSON WITH | 8 | SHARED DISPOSITIVE POWER 400 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 400 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN |
CUSIP No. 70931T103 | 13G |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) EJF Financial Opportunities GP, LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) x (b) o |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
NUMBER OF SHARES | 5 | SOLE VOTING POWER 0 |
BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 400 |
EACH REPORTING | 7 | SOLE DISPOSITIVE POWER 0 |
PERSON WITH | 8 | SHARED DISPOSITIVE POWER 400 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 400 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO |
CUSIP No. 70931T103 | 13G |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) EJF Beltway Strategic Opportunities Fund L.P. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) x (b) o |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |
NUMBER OF SHARES | 5 | SOLE VOTING POWER 0 |
BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 485,271 |
EACH REPORTING | 7 | SOLE DISPOSITIVE POWER 0 |
PERSON WITH | 8 | SHARED DISPOSITIVE POWER 485,271 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 485,271 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.7% |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN |
CUSIP No. 70931T103 | 13G |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) EJF Beltway Strategic Opportunities GP LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) x (b) o |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
NUMBER OF SHARES | 5 | SOLE VOTING POWER 0 |
BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 485,271 |
EACH REPORTING | 7 | SOLE DISPOSITIVE POWER 0 |
PERSON WITH | 8 | SHARED DISPOSITIVE POWER 485,271 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 485,271 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.70% |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO |
Item 1. (a) Name of Issuer
PennyMac Mortgage Investment Trust
Item 1. (b) Address of Issuer’s Principal Executive Offices
6101 Condor Drive, Third Floor
Moorpark, CA 93021
Item 2. (a) Name of Person Filing
This Schedule 13G is being filed on behalf of the following persons (the “Reporting Persons”)*:
| (i) | EJF Capital LLC; |
| (ii) | Emanuel J. Friedman; |
| (iii) | EJF Debt Opportunities Master Fund, L.P.; |
| (iv) | EJF Debt Opportunities GP, LLC; |
| (v) | EJF Financial Opportunities Master Fund, LP; |
| (vi) | EJF Financial Opportunities GP, LLC; |
| (vii) | EJF Beltway Strategic Opportunities Fund L.P.; and |
| (viii) | EJF Beltway Strategic Opportunities GP LLC |
*Attached as Exhibit A is a copy of an agreement among the Reporting Persons that this Schedule 13G is being filed on behalf of each of them.
Item 2. (b) Address of Principal Business Office or, if None, Residence
EJF Capital LLC
2107 Wilson Boulevard
Suite 410
Arlington, VA 22201
Emanuel J. Friedman
2107 Wilson Boulevard
Suite 410
Arlington, VA 22201
EJF Debt Opportunities Master Fund, L.P.
2107 Wilson Boulevard
Suite 410
Arlington, VA 22201
EJF Debt Opportunities GP, LLC
2107 Wilson Boulevard
Suite 410
Arlington, VA 22201
EJF Financial Opportunities Master Fund, LP
2107 Wilson Boulevard
Suite 410
Arlington, VA 22201
EJF Financial Opportunities GP, LLC
2107 Wilson Boulevard
Suite 410
Arlington, VA 22201
EJF Beltway Strategic Opportunities Fund L.P.
2107 Wilson Boulevard
Suite 410
Arlington, VA 22201
EJF Beltway Strategic Opportunities GP LLC
2107 Wilson Boulevard
Suite 410
Arlington, VA 22201
Item 2. (c) Citizenship
See Item 4 of the attached cover pages.
Item 2. (d) Title of Class of Securities
Common Stock, $0.01 par value (“Common Stock”)
Item 2. (e) CUSIP Number
70931T103
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
Not Applicable.
Item 4. Ownership
| (a) | Amount beneficially owned: | |
| See Item 9 of the attached cover pages. | ||
| (b) | Percent of class: | |
| See Item 11 of the attached cover pages. | ||
| (c) | Number of shares as to which such person has: | |
| (i) | Sole power to vote or to direct the vote: | |
| See Item 5 of the attached cover pages. | ||
| (ii) | Shared power to vote or to direct the vote: | |
| See Item 6 of the attached cover pages. | ||
| (iii) | Sole power to dispose or to direct the disposition: | |
| See Item 7 of the attached cover pages. | ||
| (iv) | Shared power to dispose or to direct the disposition: | |
| See Item 8 of the attached cover pages. | ||
EJF Debt Opportunities Master Fund, L.P. is the record owner of 3,155,014 shares of Common Stock and 5.378% exchangeable senior notes issued by PennyMac Mortgage Investment Trust (“Exchangeable Notes”) that are convertible into 947,935 shares of Common Stock. EJF Debt Opportunities GP, LLC serves as the general partner and investment manager of EJF Debt Opportunities Master Fund, L.P. and may be deemed to share beneficial ownership of the shares of Common Stock which EJF Debt Opportunities Master Fund, L.P. owns and the shares of Commons Stock that it has the right to acquire upon conversion of the Exchangeable Notes of which it is the record owner.
Each of EJF Financial Opportunities Master Fund, LP and EJF Beltway Strategic Opportunities Fund L.P. is the record owner of the shares of Common Stock shown on item 9 of its respective cover page.
EJF Financial Opportunities GP, LLC serves as the general partner of EJF Financial Opportunities Master Fund, LP and may be deemed to share beneficial ownership of the shares of Common Stock of which EJF Financial Opportunities Master Fund, LP is the record owner. EJF Beltway Strategic Opportunities GP LLC serves as the general partner of EJF Beltway Strategic Opportunities Fund L.P. and may be deemed to share beneficial ownership of the shares of Common Stock of which EJF Beltway Strategic Opportunities Fund L.P. is the record owner.
EJF Capital LLC is the sole member and manager of each of EJF Debt Opportunities GP, LLC, EJF Financial Opportunities GP, LLC and EJF Beltway Strategic Opportunities GP LLC and may be deemed to share beneficial ownership of the shares of Common Stock of which such entities may share beneficial ownership. EJF Capital LLC also serves as the investment manager of various other managed accounts and may be deemed to share beneficial ownership of the 135,309 shares of Common Stock and Exchangeable Notes that are convertible into 33,180 shares of Common Stock of which the various other managed accounts are the record owners. Emanuel J. Friedman is the controlling member of EJF Capital LLC and may be deemed to share beneficial ownership of the shares of Common Stock over which EJF Capital LLC may share beneficial ownership.
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
See item 4.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
Not Applicable.
Item 8. Identification and Classification of Members of the Group
The filing persons may be deemed to be members of a group.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under Section 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: August 13, 2014
EJF CAPITAL LLC | |||
| By: | /s/ Neal J. Wilson | ||
| Name: | Neal J. Wilson | ||
| Title: | Chief Operating Officer | ||
EMANUEL J. FRIEDMAN | |||
| By: | /s/ Emanuel J. Friedman | ||
| Name: | Emanuel J. Friedman | ||
EJF DEBT OPPORTUNITIES MASTER FUND, L.P. | |||
By: Its: | EJF DEBT OPPORTUNITIES GP, LLC General Partner | ||
By: Its: | EJF CAPITAL LLC Sole Managing Member | ||
| By: | /s/ Neal J. Wilson | ||
| Name: | Neal J. Wilson | ||
| Title: | Chief Operating Officer | ||
EJF DEBT OPPORTUNITIES GP, LLC | |||
By: Its: | EJF CAPITAL LLC Sole Managing Member | ||
| By: | /s/ Neal J. Wilson | ||
| Name: | Neal J. Wilson | ||
| Title: | Chief Operating Officer | ||
EJF FINANCIAL OPPORTUNITIES MASTER FUND, LP | |||
By: Its: | EJF FINANCIAL OPPORTUNITIES GP, LLC General Partner | ||
By: Its: | EJF CAPITAL LLC Sole Managing Member | ||
| By: | /s/ Neal J. Wilson | ||
| Name: | Neal J. Wilson | ||
| Title: | Chief Operating Officer | ||
EJF FINANCIAL OPPORTUNITIES GP, LLC | |||
By: Its: | EJF CAPITAL LLC Sole Managing Member | ||
| By: | /s/ Neal J. Wilson | ||
| Name: | Neal J. Wilson | ||
| Title: | Chief Operating Officer | ||
EJF BELTWAY STRATEGIC OPPORTUNITIES FUND L.P. | |||
By: Its: | EJF BELTWAY STRATEGIC OPPORTUNITIES GP LLC General Partner | ||
By: Its: | EJF CAPITAL LLC Sole Managing Member | ||
| By: | /s/ Neal J. Wilson | ||
| Name: | Neal J. Wilson | ||
| Title: | Chief Operating Officer | ||
EJF BELTWAY STRATEGIC OPPORTUNITIES GP LLC | |||
By: Its: | EJF CAPITAL LLC Sole Managing Member | ||
| By: | /s/ Neal J. Wilson | ||
| Name: | Neal J. Wilson | ||
| Title: | Chief Operating Officer | ||
EXHIBIT A
The undersigned, EJF Capital LLC, a Delaware limited liability company, Emanuel J. Friedman, EJF Debt Opportunities Master Fund, L.P., a limited partnership organized under the laws of the Cayman Islands, EJF Debt Opportunities GP, LLC, a Delaware limited liability company, EJF Financial Opportunities Master Fund, LP, a limited partnership organized under the laws of the Cayman Islands, EJF Financial Opportunities GP, LLC, a Delaware limited liability company, EJF Beltway Strategic Opportunities Fund L.P., a limited partnership organized under the laws of the Cayman Islands, and EJF Beltway Strategic Opportunities GP LLC, a Delaware limited liability company, hereby agree and acknowledge that the information required by this Schedule 13G, to which this Agreement is attached as an exhibit, is filed on behalf of each of them. The undersigned further agree that any further amendments or supplements thereto shall also be filed on behalf of each of them.
Dated: August 13, 2014
EJF CAPITAL LLC | |||
| By: | /s/ Neal J. Wilson | ||
| Name: | Neal J. Wilson | ||
| Title: | Chief Operating Officer | ||
EMANUEL J. FRIEDMAN | |||
| By: | /s/ Emanuel J. Friedman | ||
| Name: | Emanuel J. Friedman | ||
EJF DEBT OPPORTUNITIES MASTER FUND, L.P. | |||
By: Its: | EJF DEBT OPPORTUNITIES GP, LLC General Partner | ||
By: Its: | EJF CAPITAL LLC Sole Managing Member | ||
| By: | /s/ Neal J. Wilson | ||
| Name: | Neal J. Wilson | ||
| Title: | Chief Operating Officer | ||
EJF DEBT OPPORTUNITIES GP, LLC | |||
By: Its: | EJF CAPITAL LLC Sole Managing Member | ||
| By: | /s/ Neal J. Wilson | ||
| Name: | Neal J. Wilson | ||
| Title: | Chief Operating Officer | ||
EJF FINANCIAL OPPORTUNITIES MASTER FUND, LP | |||
By: Its: | EJF FINANCIAL OPPORTUNITIES GP, LLC General Partner | ||
By: Its: | EJF CAPITAL LLC Sole Managing Member | ||
| By: | /s/ Neal J. Wilson | ||
| Name: | Neal J. Wilson | ||
| Title: | Chief Operating Officer | ||
EJF FINANCIAL OPPORTUNITIES GP, LLC | |||
By: Its: | EJF CAPITAL LLC Sole Managing Member | ||
| By: | /s/ Neal J. Wilson | ||
| Name: | Neal J. Wilson | ||
| Title: | Chief Operating Officer | ||
EJF BELTWAY STRATEGIC OPPORTUNITIES FUND L.P. | |||
By: Its: | EJF BELTWAY STRATEGIC OPPORTUNITIES GP LLC General Partner | ||
By: Its: | EJF CAPITAL LLC Sole Managing Member | ||
| By: | /s/ Neal J. Wilson | ||
| Name: | Neal J. Wilson | ||
| Title: | Chief Operating Officer | ||
EJF BELTWAY STRATEGIC OPPORTUNITIES GP LLC | |||
By: Its: | EJF CAPITAL LLC Sole Managing Member | ||
| By: | /s/ Neal J. Wilson | ||
| Name: | Neal J. Wilson | ||
| Title: | Chief Operating Officer | ||