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
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
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.
