SEC Form 4 · accession 0001127602-18-002894
PNMAC Holdings, Inc. · PFSI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey Grogin
Officer — CALO
Period of report
Jan 25, 2018
Accepted (ET)
Jan 29, 2018 · 6:48 pm EST
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 | Jan 25, 2018 | M | 25,000 | $0.00 | A | 25,000 | I | The Grogin Living Trust dtd 12-19-01 |
| Class A Common StockF3,F4 | Jan 26, 2018 | S | 5,000 | $22.6501 | D | 20,000 | I | The Grogin Living Trust dtd 12-19-01 |
| Class A Common StockF5 | holding | — | — | — | 9,002 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Cl A Units of Private Nat'l Mortgage Acceptance Company, LLCF2,F1 | — | Jan 25, 2018 | M | 25,000 | D | — | — | Class A Common Stock | 25,000 | 532,580 | I |
| Cl A Units of Private Nat'l Mortgage Acceptance Company, LLCF6,F2 | — | holding | — | — | — | — | — | Class A Common Stock | 11,064 | 11,064 | I |
| Cl A Units of Private Nat'l Mortgage Acceptance Company, LLCF2 | — | holding | — | — | — | — | — | Class A Common Stock | 33,193 | 33,193 | I |
| Cl A Units of Private Nat'l Mortgage Acceptance Company, LLCF2 | — | holding | — | — | — | — | — | Class A Common Stock | 22,129 | 22,129 | I |
| Nonstatutory Stock Option (Right to Buy)F7 | $21.03 | holding | — | — | — | Jun 13, 2014 | Jun 12, 2023 | Class A Common Stock | 15,882 | 15,882 | D |
| Nonstatutory Stock Option (Right to Buy)F8 | $17.26 | holding | — | — | — | Feb 26, 2015 | Feb 25, 2024 | Class A Common Stock | 28,216 | 28,216 | D |
| Nonstatutory Stock Option (Right to Buy)F9 | $17.52 | holding | — | — | — | Mar 3, 2016 | Mar 2, 2025 | Class A Common Stock | 23,829 | 23,829 | D |
| Nonstatutory Stock Option (Right to Buy)F10 | $11.28 | holding | — | — | — | Mar 7, 2017 | Mar 6, 2026 | Class A Common Stock | 27,771 | 27,771 | D |
| Nonstatutory Stock Option (Right to Buy)F11 | $18.05 | holding | — | — | — | Mar 6, 2018 | Mar 5, 2027 | Class A Common Stock | 22,506 | 22,506 | D |
Explanation of responses
- F1Represents shares of Class A Common Stock received upon the exchange of Class A Units of Private National Mortgage Acceptance Company, LLC.
- F10This 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.
- F11This nonstatutory stock option to purchase 22,506 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.
- F2Pursuant 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.
- F3These shares of Class A Common Stock were sold pursuant to a 10b5-1 plan.
- F4The price reported is the weighted average price of multiple transactions ranging from $22.45 to $22.85. 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.
- F5The reported amount consists of 9,002 restricted stock units. The restricted stock units are to be settled in an equal number of shares of Class A Common Stock upon vesting.
- F6These securities are held by the reporting person's adult daughter who is no longer living at home and the reporting person disclaims beneficial ownership of such securities.
- F7This 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.
- F8This 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.
- F9This 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.