SEC Form 4 · accession 0001127602-18-035715
PennyMac Financial Services, Inc. · PFSI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Anne McCallion
Officer — Chief Enterprise Ops Officer · Director
Period of report
Dec 6, 2018
Accepted (ET)
Dec 10, 2018 · 5:08 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001745916
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Dec 6, 2018 | S | 4,550 | $21.3421 | D | 486,170 | I | The McCallion Family Trust dated 12/21/98 |
| Common StockF1,F4,F3 | Dec 6, 2018 | S | 450 | $21.7978 | D | 485,720 | I | The McCallion Family Trust dated 12/21/98 |
| Common StockF1,F5,F3 | Dec 7, 2018 | S | 5,000 | $22.67 | D | 480,720 | I | The McCallion Family Trust dated 12/21/98 |
| Common StockF6 | holding | — | — | — | 34,920 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Nonstatutory Stock Option (Right to Buy)F7 | $21.03 | holding | — | — | — | Jun 13, 2014 | Jun 12, 2023 | Common Stock | 15,882 | 15,882 | D |
| Nonstatutory Stock Option (Right to Buy)F8 | $17.26 | holding | — | — | — | Feb 26, 2015 | Feb 25, 2024 | Common Stock | 28,216 | 28,216 | D |
| Nonstatutory Stock Option (Right to Buy)F9 | $17.52 | holding | — | — | — | Mar 3, 2016 | Mar 2, 2025 | Common Stock | 23,829 | 23,829 | D |
| Nonstatutory Stock Option (Right to Buy)F10 | $11.28 | holding | — | — | — | Mar 7, 2017 | Mar 6, 2026 | Common Stock | 27,771 | 27,771 | D |
| Nonstatutory Stock Option (Right to Buy)F11 | $18.05 | holding | — | — | — | Mar 6, 2018 | Mar 5, 2027 | Common Stock | 22,506 | 22,506 | D |
| Nonstatutory Stock Option (Right to Buy)F12 | $24.40 | holding | — | — | — | Mar 9, 2019 | Mar 8, 2028 | Common Stock | 17,204 | 17,204 | D |
Explanation of responses
- F1These shares of Common Stock were sold pursuant to a 10b5-1 plan.
- F10This nonstatutory stock option to purchase 27,771 shares of 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 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.
- F12This nonstatutory stock option to purchase 17,204 shares of 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 price reported is the weighted average price of multiple transactions ranging from $20.76 to $21.76. The reporting person hereby undertakes to provide upon request to the SEC, the Issuer or a security holder of the Issuer the number of Common Stock and the prices at which the transactions were effected.
- F3On August 2, 2018, PennyMac Financial Services, Inc. ("Old PennyMac") entered into a Contribution Agreement and Plan of Merger (the "Reorganization Agreement") with various parties including, among others, New PennyMac Financial Services, Inc. (the "Issuer") and the Reporting Person. The Reorganization Agreement provided that Old PennyMac would reorganize under a new public holding company, eliminate its "Up-C" structure and transition to a single class of publicly-traded common stock held by all stockholders. On November 1, 2018, the transactions contemplated by the Reorganization Agreement were completed and the Class A Units of Private National Mortgage Acceptance Company, LLC previously held by the Reporting Person were exchanged for shares of Common Stock of the Issuer. The Issuer succeeded to Old PennyMac as a public-reporting company pursuant to Rule 12g-3 of the Securities Exchange Act of 1934, and changed its name to PennyMac Financial Services, Inc.
- F4The price reported is the weighted average price of multiple transactions ranging from $21.77 to $21.865. The reporting person hereby undertakes to provide upon request to the SEC, the Issuer or a security holder of the Issuer the number of Common Stock and the prices at which the transactions were effected.
- F5The price reported is the weighted average price of multiple transactions ranging from $22.25 to $22.97. The reporting person hereby undertakes to provide upon request to the SEC, the Issuer or a security holder of the Issuer the number of Common Stock and the prices at which the transactions were effected.
- F6The reported amount consists of 12,883 restricted stock units and 22,037 shares of Common Stock. The restricted stock units are to be settled in an equal number of shares of Common Stock upon vesting.
- F7This nonstatutory stock option to purchase 15,882 shares of 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 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 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.