Andrew S Chang Form 4 PennyMac Financial Services / Andrew S Chang ownership change

SEC Form 4

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^*

Chang Andrew S

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2019

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	03/15/2019		A		8,909(1)	A	$0	918,124(2)	D
Common Stock	03/15/2019		M		22,687(3)	A	$0	940,811(4)	D
Common Stock	03/15/2019		F		8,339(5)	D	$22.91	932,472(6)	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
Nonstatutory Stock Option (Right to Buy)	$22.92	03/15/2019		A		22,274		03/15/2020	03/14/2029	Common Stock	22,274(7)	$0	22,274	D
Performance-Based Restricted Stock Units	$0(3)	03/15/2019		A		22,687		(3)	(3)	Common Stock	22,687	$0	22,687	D
Performance-Based Restricted Stock Units	$0(3)	03/15/2019		M			22,687	(3)	(3)	Common Stock	22,687(3)	$0	0	D
Nonstatutory Stock Option (Right to Buy)	$21.03							06/13/2014	06/12/2023	Common Stock	15,882(8)		15,882	D
Nonstatutory Stock Option (Right to Buy)	$17.26							02/26/2015	02/25/2024	Common Stock	28,216(9)		28,216	D
Nonstatutory Stock Option (Right to Buy)	$17.52							03/03/2016	03/02/2025	Common Stock	23,829(10)		23,829	D
Nonstatutory Stock Option (Right to Buy)	$11.28							03/07/2017	03/06/2026	Common Stock	27,771(11)		27,771	D
Nonstatutory Stock Option (Right to Buy)	$18.05							03/06/2018	03/05/2027	Common Stock	27,700(12)		27,700	D
Nonstatutory Stock Option (Right to Buy)	$24.4							03/09/2019	03/08/2028	Common Stock	21,174(13)		21,174	D

Explanation of Responses:

1. The Reporting Person was granted restricted stock units, which will vest in three equal installments beginning on the first anniversary of the date of grant, are to be settled in an equal number of shares of Common Stock upon vesting.

2. The reported amount consists of 18,249 restricted stock units and 899,875 shares of Common Stock. The restricted stock units are to be settled in an equal number of shares of Common Stock upon vesting.

3. This performance-based restricted stock unit (PSU) award was granted to the Reporting Person on March 7, 2016 and vested on March 15, 2019, as determined by the Compensation Committee of the Board of Directors. The payout of shares of Common Stock pursuant to the PSU award was determined based on PNMAC pre-tax return on equity (ROE) of 19.6% for the period of January 1, 2016 through December 31, 2018 as measured against the ROE target established at the time of grant. The payout percentage for the award based on ROE achievement was 88.23%.

4. The reported amount consists of 18,249 restricted stock units and 922,562 shares of Common Stock. The restricted stock units are to be settled in an equal number of shares of Common Stock upon vesting.

5. Represents shares withheld for taxes upon vesting of performance-based restricted stock units.

6. The reported amount consists of 18,249 restricted stock units and 914,223 shares of Common Stock. The restricted stock units are to be settled in an equal number of shares of Common Stock upon vesting.

7. This nonstatutory stock option to purchase 22,274 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.

8. 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.

9. 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.

10. 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.

11. 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.

12. This nonstatutory stock option to purchase 27,770 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.

13. This nonstatutory stock option to purchase 21,174 shares of 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/ Kisha Parker, attorney-in-fact for Mr. Chang	03/19/2019
	** Signature of Reporting Person	Date
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