SEC Form 4 · accession 0001140361-18-042417
PennyMac Financial Services, Inc. · PFSI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
BlackRock Holdco 2, Inc.
10% Owner
BlackRock Inc.
Director · 10% Owner
BlackRock Mortgage Ventures, LLC
Director · 10% Owner
Period of report
Nov 1, 2018
Accepted (ET)
Nov 5, 2018 · 9:55 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 stockF3 | Nov 1, 2018 | C | 13,760,647 | $0.00 | A | 15,560,647 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class A Units of Private National Mortgage Acceptance CompanF3,F2 | $0.00 | Nov 1, 2018 | C | 13,760,647 | D | — | — | Common Stock | 13,760,647 | 0 | I |
Explanation of responses
- F1On August 2, 2018, PennyMac Financial Services, Inc., a Delaware corporation ("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., a Delaware corporation (the "Issuer"), and BlackRock Mortgage Ventures, LLC ("BLK MV"), an indirect wholly owned subsidiary of BlackRock, Inc. (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 common stock held by all stockholders. On November 1, 2018, the transactions contemplated by the Reorganization Agreement (the "Reorganization") were completed. The Issuer succeeded to Old PennyMac as a public-reporting Company pursuant to Rule 12g-3 under the Securities Exchange Act of 1934, and changed its name to PennyMac Financial Services Inc.
- F2In the Reorganization, (i) 13,760,647 Class A Units of Private National Mortgage Acceptance Company, LLC held by BLK MV were exchanged for 13,760,647 shares of common stock of the Issuer ("Common Stock") and (ii) 1,800,000 shares of Class A common stock of Old PennyMac held by BLK MV were converted into 1,800,000 shares of Common Stock.
- F315,560,647 shares of Common Stock beneficially owned by the Reporting Person (including the 13,760,647 shares of Common Stock that were converted from Class A Units held by BlackRock Mortgage Ventures LLC pursuant to the Reorganization) are directly owned by BlackRock Mortgage Ventures, LLC, which is a wholly owned subsidiary of BlackRock Financial Management, Inc., which is a wholly owned subsidiary of BlackRock Holdco 2, Inc., which is a wholly-owned subsidiary of BlackRock, Inc. BlackRock, Inc., BlackRock Holdco 2, Inc., and BlackRock Financial Management, Inc. are indirect beneficial owners of these securities.
Remarks
An employee of the Reporting Person is a director of the Issuer. The Reporting Person disclaims that it may be deemed a director of the Issuer for purposes of Section 16.