SEC Form 4 · accession 0001127602-17-014352
PNMAC Holdings, Inc. · PFSI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Andrew S Chang
Officer — Chief Financial Officer
Period of report
Apr 3, 2017
Accepted (ET)
Apr 5, 2017 · 6:30 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001568669
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2 | Apr 3, 2017 | M | 10,162 | $0.00 | A | 21,242 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance-Based Restricted Stock UnitsF3 | $0.00 | Apr 3, 2017 | A | 10,162 | A | — | — | Class A Common Stock | 10,162 | 10,162 | D |
| Performance-Based Restricted Stock UnitsF3,F1 | $0.00 | Apr 3, 2017 | M | 10,162 | D | — | — | Class A Common Stock | 10,162 | 0 | D |
| Cl A Units of Private Nat'l Mortgage Acceptance Company, LLCF4 | — | holding | — | — | — | — | — | Class A Common Stock | 856,671 | 856,671 | D |
| Nonstatutory Stock Option (Right to Buy)F5 | $21.03 | holding | — | — | — | Jun 13, 2014 | Jun 12, 2023 | Class A Common Stock | 15,882 | 15,882 | D |
| Nonstatutory Stock Option (Right to Buy)F6 | $17.26 | holding | — | — | — | Feb 26, 2015 | Feb 25, 2024 | Class A Common Stock | 28,216 | 28,216 | D |
| Nonstatutory Stock Option (Right to Buy)F7 | $17.52 | holding | — | — | — | Mar 3, 2016 | Mar 2, 2025 | Class A Common Stock | 23,829 | 23,829 | D |
| Nonstatutory Stock Option (Right to Buy)F8 | $11.28 | holding | — | — | — | Mar 7, 2017 | Mar 6, 2026 | Class A Common Stock | 27,771 | 27,771 | D |
| Nonstatutory Stock Option (Right to Buy)F9 | $18.05 | holding | — | — | — | Mar 6, 2018 | Mar 5, 2027 | Class A Common Stock | 27,700 | 27,700 | D |
Explanation of responses
- F1Shares of Class A Common Stock acquired pursuant to the payout of a performance-based restricted stock unit granted to the Reporting Person on February 26, 2014.
- F2The reported amount consists of 11,080 restricted stock units and 10,162 shares of Class A Common Stock. The restricted stock units are to be settled in an equal number of shares of Class A Common Stock upon vesting
- F3This award vested on April 3, 2017 and the payout of shares of Class A Common Stock pursuant to the award was determined based on the Issuer's total stockholder return (TSR) (50% of the award) and earnings per share (EPS) (50% of the award) for the period of January 1, 2014 through December 31, 2016 as measured against the target performance goals set by the Compensation Committee of the Board of Directors when the award was granted in 2014. The payout percentages for the TSR and EPS portions of the award were 0% and 89.9%, respectively.
- F4Pursuant 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.
- F5This 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.
- F6This 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.
- F7This 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.
- F8This 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.
- F9This nonstatutory stock option to purchase 27,700 shares of Class A 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.