SEC Form 4 · accession 0001127602-18-014122
PNMAC Holdings, Inc. · PFSI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David M Walker
Officer — Chief Risk Officer
Period of report
Apr 2, 2018
Accepted (ET)
Apr 4, 2018 · 5:52 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 | 30,372 | $0.00 | A | 52,752 | D | |
| Class A Common Stock | holding | — | — | — | 30 | I | The Walker Trust 2002 Dated February 13, 2002, As Amended |
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 | 30,372 | A | — | — | Class A Common Stock | 30,372 | 30,372 | D |
| Performance-Based Restricted Stock UnitsF1 | $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, LLCF3 | — | holding | — | — | — | — | — | Class A Common Stock | 543,055 | 543,055 | I |
| Nonstatutory Stock Option (Right to Buy)F4 | $21.03 | holding | — | — | — | Jun 13, 2014 | Jun 12, 2023 | Class A Common Stock | 15,882 | 15,882 | D |
| Nonstatutory Stock Option (Right to Buy)F5 | $17.26 | holding | — | — | — | Feb 26, 2015 | Feb 25, 2024 | Class A Common Stock | 28,216 | 28,216 | D |
| Nonstatutory Stock Option (Right to Buy)F6 | $17.52 | holding | — | — | — | Mar 3, 2016 | Mar 2, 2025 | Class A Common Stock | 23,829 | 23,829 | D |
| Nonstatutory Stock Option (Right to Buy)F7 | $11.28 | holding | — | — | — | Mar 7, 2017 | Mar 6, 2026 | Class A Common Stock | 27,771 | 27,771 | D |
| Nonstatutory Stock Option (Right to Buy)F8 | $18.05 | holding | — | — | — | Mar 6, 2018 | Mar 5, 2027 | Class A Common Stock | 17,313 | 17,313 | D |
| Nonstatutory Stock Option (Right to Buy)F9 | $24.40 | holding | — | — | — | Mar 9, 2019 | Mar 8, 2028 | Class A Common Stock | 13,233 | 13,233 | 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.
- F2The reported amount consists of 9,910 restricted stock units and 42,842 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.
- F3Pursuant 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.
- F4This 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.
- F5This 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.
- F6This 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.
- F7This 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.
- F8This nonstatutory stock option to purchase 17,313 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.
- F9This nonstatutory stock option to purchase 13,233 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.