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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol PennyMac Mortgage Investment Trust [ PMT ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 Shares of Beneficial Interest | 03/15/2019 | M | 2,102(1) | A | $0 | 72,560(2) | D | |||
Common Shares of Beneficial Interest | 03/15/2019 | M | 2,743(3) | A | $0 | 75,303(4) | D | |||
Common Shares of Beneficial Interest | 03/15/2019 | M | 2,650(5) | A | $0 | 77,953(6) | D | |||
Common Shares of Beneficial Interest | 03/15/2019 | F | 678(7) | D | $20.69 | 77,275(8) | D | |||
Common Shares of Beneficial Interest | 03/15/2019 | F | 885(9) | D | $20.69 | 76,390(10) | D | |||
Common Shares of Beneficial Interest | 03/15/2019 | F | 855(11) | D | $20.69 | 75,535(12) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Performance-Based Restricted Share Units | $0(1) | 03/15/2019 | A | 2,102 | (1) | (1) | Common Shares of Beneficial Interest | 2,102 | $0 | 2,102 | D | ||||
Performance-Based Restricted Share Units | $0(1) | 03/15/2019 | M | 2,102 | (1) | (1) | Common Shares of Beneficial Interest | 2,102(1) | $0 | 0 | D | ||||
Performance-Based Restricted Share Units | $0(3) | 03/15/2019 | A | 2,743 | (3) | (3) | Common Shares of Beneficial Interest | 2,743 | $0 | 2,743 | D | ||||
Performance-Based Restricted Share Units | $0(3) | 03/15/2019 | M | 2,743 | (3) | (3) | Common Shares of Beneficial Interest | 2,743(3) | $0 | 0 | D | ||||
Performance-Based Restricted Share Units | $0(5) | 03/15/2019 | A | 2,660 | (5) | (5) | Common Shares of Beneficial Interest | 2,660 | $0 | 2,660 | D | ||||
Performance-Based Restricted Share Units | $0(5) | 03/15/2019 | M | 2,650 | (5) | (5) | Common Shares of Beneficial Interest | 2,650(5) | $0 | 10 | D |
Explanation of Responses: |
1. This performance-based restricted share unit (PSU) award was granted to the Reporting Person on February 24, 2016 and may vest in three equal installments subject to the satisfaction of certain performance based criteria for each of the fiscal years ending in 2016, 2017 and 2018. The PSU vested as to one-third on March 15, 2019 and the payout of common shares of beneficial interest pursuant to the PSU award for the 2018 fiscal year was determined based on the Issuer's return on equity (ROE) of 10.10% for the period of January 1, 2018 through December 31, 2018 as measured against ROE targets established at the time of grant. The payout percentage for the award based on ROE achievement was 102.5%. |
2. The reported amount consists of 5,164 restricted share units and 67,396 common shares of beneficial interest. The restricted share units are to be settled in an equal number of common shares of beneficial interest upon vesting. |
3. This performance-based restricted share unit (PSU) award was granted to the Reporting Person on February 23, 2017 and may vest in three equal installments subject to the satisfaction of certain performance based criteria for each of the fiscal years ending 2017, 2018 and 2019. The PSU vested as to one-third on March 15, 2019 and the payout of common shares of beneficial interest pursuant to the PSU award for the 2018 fiscal year was determined based on the Issuer's return on equity (ROE) of 10.10% for the period of January 1, 2018 through December 31, 2018 as measured against ROE targets established at the time of grant. The payout percentage for the award based on ROE achievement was 127.5%. |
4. The reported amount consists of 5,164 restricted share units and 70,139 common shares of beneficial interest. The restricted share units are to be settled in an equal number of common shares of beneficial interest upon vesting. |
5. This performance-based restricted share unit (PSU) award was granted to the Reporting Person on March 12, 2018 and may vest in three equal installments subject to the satisfaction of certain performance based criteria for each of the fiscal years ending 2018, 2019 and 2020. The PSU vested as to one-third on March 15, 2019 and the payout of common shares of beneficial interest pursuant to the PSU award for the 2018 fiscal year was determined based on the Issuer's return on equity (ROE) of 10.10% for the period of January 1, 2018 through December 31, 2018 as measured against ROE targets established at the time of grant. The payout percentage for the award based on ROE achievement was 127.5%. |
6. The reported amount consists of 5,164 restricted share units and 72,789 common shares of beneficial interest. The restricted share units are to be settled in an equal number of common shares of beneficial interest upon vesting. |
7. Represents shares withheld for taxes upon vesting of performance-based restricted share units granted on February 24, 2016. |
8. The reported amount consists of 5,164 restricted share units and 72,111 common shares of beneficial interest. The restricted share units are to be settled in an equal number of common shares of beneficial interest upon vesting. |
9. Represents shares withheld for taxes upon vesting of performance-based restricted share units granted on February 23, 2017. |
10. The reported amount consists of 5,164 restricted share units and 71,226 common shares of beneficial interest. The restricted share units are to be settled in an equal number of common shares of beneficial interest upon vesting. |
11. Represents shares withheld for taxes upon vesting of performance-based restricted share units granted on March 12, 2018. |
12. The reported amount consists of 5,164 restricted share units and 70,371 common shares of beneficial interest. The restricted share units are to be settled in an equal number of common shares of beneficial interest upon vesting. |
/s/ Kisha Parker, attorney-in-fact for Mr. Walker | 03/19/2019 | |
** 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. |