As filed with the Securities and Exchange Commission on June 14, 2018
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
PennyMac Mortgage Investment Trust
(Exact name of registrant as specified in its charter)
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Maryland
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27-0186273
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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3043 Townsgate Road
Westlake Village, California 91361
(818)
224-7442
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Derek W. Stark
Senior
Managing Director and Chief Legal Officer and Secretary
PennyMac Mortgage Investment Trust
3043 Townsgate Road
Westlake Village, California 91361
(818)
224-7442
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
J. Gerard
Cummins
Sidley Austin LLP
787 Seventh Avenue
New
York, New York 10019
(212)
839-5300
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, check the following
box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant
to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
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If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering.
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If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
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If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
non-accelerated
filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting
company, and emerging growth company in Rule
12b-2
of the Exchange Act. (Check one):
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated
filer
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☐
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(Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.
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CALCULATION OF REGISTRATION FEE
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Title of securities
to be registered
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Proposed
maximum
aggregate
offering price
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Amount of
registration fee
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Common shares of beneficial interest, $0.01 par value per
share
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Preferred shares of beneficial interest, $0.01 par value per
share
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Warrants
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Total
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(1)(2)
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(3)
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(1)
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An indeterminate number or amount of the securities of each identified class is being registered as may from time to time be issued at unspecified prices. Securities registered hereunder may be sold separately, together
or as units with other securities registered hereunder. The securities registered hereunder may be offered and sold from time to time by the registrant and/or by one or more selling shareholders to be identified in the future.
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(2)
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Also includes such indeterminate number or amount of common shares of beneficial interest, preferred shares of beneficial interest and warrants as may be issued upon conversion or exchange of securities registered
hereby, for which the registrant will receive no additional consideration.
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(3)
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In accordance with Rule 415(a)(6) under the Securities Act of 1933, this registration statement carries over 688,898 common shares of beneficial interest (common shares) remaining unsold under registration
statement on Form
S-3
(No.
333-205039),
which became effective upon filing with the Securities and Exchange Commission on June 17, 2015 (the prior
registration statement), as supplemented by a prospectus supplement, dated December 30, 2015, to the prospectus dated June 17, 2015, relating to the resale from time to time of up to 705,438 common shares by certain selling
shareholders specified therein. In connection with the registration of such unsold common shares under the prior registration statement, the registrant paid a registration fee of $1,099, which fee will continue to be applied to such unsold common
shares included under this registration statement. Pursuant to Rule 415(a)(6), the offering of the unsold common shares registered under the prior registration statement will be deemed terminated as of the date of effectiveness of this registration
statement. In reliance on and in accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, except with respect to the unsold common shares that had been registered under the prior registration statement, the registrant is deferring
payment of all of the registration fee.
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