Walker David M Form 4 PENNYMAC FINANCIAL SERVICES / David M Walker 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^*

Walker David M

(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 Risk Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2016

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
Class A Common Stock	12/12/2016		M		5,000(1)	A	$0(1)	5,030	I	The Walker Trust 2002 Dated February 13, 2002, As Amended
Class A Common Stock	12/12/2016		S		5,000(2)	D	$18.617(3)	30	I	The Walker Trust 2002 Dated February 13, 2002, As Amended
Class A Common Stock	12/13/2016		M		5,000(1)	A	$0(1)	5,030	I	The Walker Trust 2002 Dated February 13, 2002, As Amended
Class A Common Stock	12/13/2016		S		5,000(2)	D	$18.6667(4)	30	I	The Walker Trust 2002 Dated February 13, 2002, As Amended

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
Cl A Units of Private Nat'l Mortgage Acceptance Company, LLC	(1)	12/12/2016		M			5,000	(1)	(1)	Class A Common Stock	5,000	$0	828,055	I	The Walker Trust 2002 Dated February 13, 2002, As Amended
Cl A Units of Private Nat'l Mortgage Acceptance Company, LLC	(1)	12/13/2016		M			5,000	(1)	(1)	Class A Common Stock	5,000	$0	823,055	I	The Walker Trust 2002 Dated February 13, 2002, As Amended
Nonstatutory Stock Option (Right to Buy)	$21.03							06/13/2014	06/12/2023	Class A Common Stock	15,882		15,882(5)	D
Nonstatutory Stock Option (Right to Buy)	$17.26							02/26/2015	02/25/2024	Class A Common Stock	28,216		28,216(6)	D
Nonstatutory Stock Option (Right to Buy)	$17.52							03/03/2016	03/02/2025	Class A Common Stock	23,829		23,829(7)	D
Nonstatutory Stock Option (Right to Buy)	$11.28							03/07/2017	03/06/2026	Class A Common Stock	27,771		27,771(8)	D

Explanation of Responses:

1. Pursuant to the terms of an exchange agreement, Class A Units of Private National Mortgage Acceptance Company, LLC are exchangeable for shares of Class A Common Stock of the Issuer on a one-for-one basis, subject to customary conversion rate adjustments.

2. These shares of Class A Common Stock were sold pursuant to a 10b5-1 plan.

3. The price reported is the weighted average price of multiple transactions ranging from $18.40 to $18.85. The reporting person hereby undertakes to provide upon request to the SEC, the Issuer or a security holder of the Issuer the number of shares of Class A Common Stock and the prices at which the transactions were effected.

4. The price reported is the weighted average price of multiple transactions ranging from $18.55 to $18.95. The reporting person hereby undertakes to provide upon request to the SEC, the Issuer or a security holder of the Issuer the number of shares of Class A Common Stock and the prices at which the transactions were effected.

5. This nonstatutory stock option to purchase 15,882 shares of Class A 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.

6. This nonstatutory stock option to purchase 28,216 shares of Class A 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.

7. This nonstatutory stock option to purchase 23,829 shares of Class A 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.

8. This nonstatutory stock option to purchase 27,771 shares of Class A 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.

	/s/ Derek W. Stark, attorney-in-fact for Mr. Walker	12/14/2016
	** 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).
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