FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Grogin Jeffrey
2. Issuer Name and Ticker or Trading Symbol

PennyMac Financial Services, Inc. [ PFSI ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Enterprise Ops Officer
(Last)          (First)          (Middle)

C/O PENNYMAC FINANCIAL SERVICES, INC., 3043 TOWNSGATE ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

12/1/2020
(Street)

WESTLAKE VILLAGE, CA 91361
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/1/2020  M  9225 (1)A$18.05 37986 (2)D  
Common Stock 12/1/2020  S  6000 (3)D$58.3514 (4)31986 (5)D  
Common Stock 12/1/2020  S  3225 (3)D$59.1115 (6)28761 (7)D  
Common Stock         21000 I JBG Children's Trust utd 12/31/2000 
Common Stock         22129 I MJG Children's Trust utd 12/31/2000 
Common Stock         453655 I The Grogin Living Trust dtd 12-19-01 
Common Stock         9025 I Grogin Giving Fund 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Nonstatutory Stock Option (Right to Buy) $18.05 12/1/2020  M     9225 (1) 3/6/2018 3/5/2027 Common Stock 9225 (8)$0 7502 D  
Nonstatutory Stock Option (Right to Buy) $24.40           3/9/2019 3/8/2028 Common Stock 17204 (9) 17204 D  
Nonstatutory Stock Option (Right to Buy) $22.92           3/15/2020 3/14/2029 Common Stock 18057 (10) 18057 D  
Nonstatutory Stock Option (Right to Buy) $35.03           2/26/2021 2/25/2030 Common Stock 17824 (11) 17824 D  

Explanation of Responses:
(1) The transaction reported was effected pursuant to a 10b5-1 plan.
(2) The reported amount consists of 11,926 restricted stock units and 26,060 shares of Common Stock. The restricted stock units are to be settled in an equal number of shares of Common Stock upon vesting.
(3) These shares of Common Stock were sold pursuant to a 10b5-1 plan.
(4) The price reported is the weighted average price of multiple transactions ranging from $57.83 to $58.82. The reporting person hereby undertakes to provide upon request to the SEC, the Issuer or a security holder of the Issuer the number of shares of Common Stock and the prices at which the transactions were effected.
(5) The reported amount consists of 11,926 restricted stock units and 26,060 shares of Common Stock. The restricted stock units are to be settled in an equal number of shares of Common Stock upon vesting.
(6) The price reported is the weighted average price of multiple transactions ranging from $58.88 to $59.42. The reporting person hereby undertakes to provide upon request to the SEC, the Issuer or a security holder of the Issuer the number of shares of Common Stock and the prices at which the transactions were effected.
(7) The reported amount consists of 11,926 restricted stock units and 16,835 shares of Common Stock. The restricted stock units are to be settled in an equal number of shares of Common Stock upon vesting.
(8) This 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.
(9) This 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 March 9, 2019, 2020 and 2021, subject to the Reporting Person's continued service through each date.
(10) This nonstatutory stock option to purchase 18,057 shares of Common Stock of the Issuer will vest as to one-third of the optioned shares on each of March 15, 2020, 2021 and 2022, subject to the Reporting Person's continued service through each date.
(11) This nonstatutory stock option to purchase 17,824 shares of Common Stock of the Issuer will vest as to one-third of the optioned shares on each of February 26, 2021, 2022 and 2023, subject to the Reporting Person's continued service through each date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Grogin Jeffrey
C/O PENNYMAC FINANCIAL SERVICES, INC.
3043 TOWNSGATE ROAD
WESTLAKE VILLAGE, CA 91361


Chief Enterprise Ops Officer

Signatures
/s/ Derek W. Stark, attorney-in-fact for Mr. Grogin12/2/2020
**Signature of Reporting PersonDate

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