SEC Form 4 · accession 0001127602-18-014112

PNMAC Holdings, Inc. · PFSI

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Doug Jones

Officer — Chief Mtge Bnkg Ofcr

Period of report

Apr 2, 2018

Accepted (ET)

Apr 4, 2018 · 5:40 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
Class A Common Stock^F1,F2	Apr 2, 2018	M	30,372	$0.00	A	50,193	D
Class A Common Stock^F3,F4,F5	Apr 3, 2018	S	10,116	$22.6392	D	40,077	D
Class A Common Stock^F3,F6,F7	Apr 4, 2018	S	20,256	$23.1609	D	19,821	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 Units^F1	$0.00	Apr 2, 2018	A	30,372	A	—	—	Class A Common Stock	30,372	30,372	D
Performance-Based Restricted Stock Units^F1	$0.00	Apr 2, 2018	M	30,372	D	—	—	Class A Common Stock	30,372	0	D
Cl A Units of Private Nat'l Mortgage Acceptance Company, LLC^F8	—	holding	—	—	—	—	—	Class A Common Stock	712,767	712,767	I
Nonstatutory Stock Option (Right to Buy)^F9	$21.03	holding	—	—	—	Jun 13, 2014	Jun 12, 2023	Class A Common Stock	15,882	15,882	D
Nonstatutory Stock Option (Right to Buy)^F10	$17.26	holding	—	—	—	Feb 26, 2015	Feb 25, 2024	Class A Common Stock	28,216	28,216	D
Nonstatutory Stock Option (Right to Buy)^F11	$17.52	holding	—	—	—	Mar 3, 2016	Mar 2, 2025	Class A Common Stock	23,829	23,829	D
Nonstatutory Stock Option (Right to Buy)^F12	$11.28	holding	—	—	—	Mar 7, 2017	Mar 6, 2026	Class A Common Stock	27,771	27,771	D
Nonstatutory Stock Option (Right to Buy)^F13	$18.05	holding	—	—	—	Mar 6, 2018	Mar 5, 2027	Class A Common Stock	34,626	34,626	D
Nonstatutory Stock Option (Right to Buy)^F14	$24.40	holding	—	—	—	Mar 9, 2019	Mar 8, 2028	Class A Common Stock	26,467	26,467	D

Explanation of responses

F1This performance-based restricted stock unit (PSU) award was granted to the Reporting Person on March 3, 2015 and vested on April 2, 2018, as determined by the Compensation Committee of the Board of Directors. The payout of shares of Class A Common Stock pursuant to the PSU award was determined based on the Issuer's earnings per share (EPS) of $9.14, return on equity (ROE) of 25% and individual effectiveness of the Reporting Person for the period January 1, 2015 through December 31, 2017, as measured against the target performance goals set by the Compensation Committee at the time of grant. The payout percentages for the PSU award based on target achievement was 120% for EPS and 92.43% for ROE.
F10This 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.
F11This 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.
F12This 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.
F13This nonstatutory stock option to purchase 34,626 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.
F14This nonstatutory stock option to purchase 26,467 shares of Class A 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.
F2The reported amount consists of 19,821 restricted stock units and 30,372 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.
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 $22.20 to $22.925. The reporting person hereby undertakes to provide upon request to the SEC, the Issuer or a security holder of the Issuer the number of Class A Common Stock and the prices at which the transactions were effected.
F5The reported amount consists of 19,821 restricted stock units and 20,256 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.
F6The price reported is the weighted average price of multiple transactions ranging from $22.85 to $23.575. The reporting person hereby undertakes to provide upon request to the SEC, the Issuer or a security holder of the Issuer the number of Class A Common Stock and the prices at which the transactions were effected.
F7The reported amount consists of 19,821 restricted stock units. The restricted stock units are to be settled in an equal number of shares of Class A Common Stock upon vesting.
F8Pursuant 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.
F9This 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.