SEC Form 4 · accession 0001127602-18-014118
PNMAC Holdings, Inc. · PFSI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Spector
Officer — President & CEO · Director
Period of report
Apr 2, 2018
Accepted (ET)
Apr 4, 2018 · 5:49 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 2, 2018 | M | 77,902 | $0.00 | A | 117,543 | D | |
| Class A Common StockF3,F4,F5 | Apr 3, 2018 | S | 14,631 | $22.5883 | D | 102,912 | D | |
| Class A Common StockF3,F6,F7 | Apr 4, 2018 | S | 53,198 | $23.1424 | D | 49,714 | 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 UnitsF1 | $0.00 | Apr 2, 2018 | A | 77,902 | A | — | — | Class A Common Stock | 77,902 | 77,902 | D |
| Performance-Based Restricted Stock UnitsF1 | $0.00 | Apr 2, 2018 | M | 77,902 | D | — | — | Class A Common Stock | 77,902 | 0 | D |
| Cl A Units of Private Nat'l Mortgage Acceptance Company, LLCF8 | — | holding | — | — | — | — | — | Class A Common Stock | 1,234,125 | 1,234,125 | D |
| Cl A Units of Private Nat'l Mortgage Acceptance Company, LLCF8,F9 | — | holding | — | — | — | — | — | Class A Common Stock | 465,604 | 465,604 | I |
| Nonstatutory Stock Option (Right to Buy)F10 | $21.03 | holding | — | — | — | Jun 13, 2014 | Jun 12, 2023 | Class A Common Stock | 40,735 | 40,735 | D |
| Nonstatutory Stock Option (Right to Buy)F11 | $17.26 | holding | — | — | — | Feb 26, 2015 | Feb 25, 2024 | Class A Common Stock | 72,301 | 72,301 | D |
| Nonstatutory Stock Option (Right to Buy)F12 | $17.52 | holding | — | — | — | Mar 3, 2016 | Mar 2, 2025 | Class A Common Stock | 61,120 | 61,120 | D |
| Nonstatutory Stock Option (Right to Buy)F13 | $11.28 | holding | — | — | — | Mar 7, 2017 | Mar 6, 2026 | Class A Common Stock | 71,161 | 71,161 | D |
| Nonstatutory Stock Option (Right to Buy)F14 | $18.05 | holding | — | — | — | Mar 6, 2018 | Mar 5, 2027 | Class A Common Stock | 69,252 | 69,252 | D |
| Nonstatutory Stock Option (Right to Buy)F15 | $24.40 | holding | — | — | — | Mar 9, 2019 | Mar 8, 2028 | Class A Common Stock | 52,935 | 52,935 | 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 40,735 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.
- F11This nonstatutory stock option to purchase 72,301 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.
- F12This nonstatutory stock option to purchase 61,120 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 continued service through each date.
- F13This nonstatutory stock option to purchase 71,161 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.
- F14This nonstatutory stock option to purchase 69,252 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.
- F15This nonstatutory stock option to purchase 52,935 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 39,641 restricted stock units and 77,902 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 $22.15 to $22.90. 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 39,641 restricted stock units and 63,271 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 $22.90 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 39,641 restricted stock units and 10,073 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.
- 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 PennyMac Financial Services, Inc. on a one-for-one basis, subject to customary conversion rate adjustments.
- F9These securities are held by ST Family Investment Company LLC, of which Mr. Spector is the sole manager. Mr. Spector disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.