0000895345-13-000156.txt : 20130522 0000895345-13-000156.hdr.sgml : 20130522 20130522101619 ACCESSION NUMBER: 0000895345-13-000156 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130522 DATE AS OF CHANGE: 20130522 GROUP MEMBERS: BRIDGER CAPITAL LLC GROUP MEMBERS: ROBERTO MIGNONE GROUP MEMBERS: SWIFTCURRENT OFFSHORE LTD. GROUP MEMBERS: SWIFTCURRENT PARTNERS L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PENNYMAC FINANCIAL SERVICES, INC. CENTRAL INDEX KEY: 0001568669 STANDARD INDUSTRIAL CLASSIFICATION: MORTGAGE BANKERS & LOAN CORRESPONDENTS [6162] IRS NUMBER: 800882793 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87461 FILM NUMBER: 13863901 BUSINESS ADDRESS: STREET 1: 6101 CONDOR DRIVE CITY: MOORPARK STATE: CA ZIP: 93021 BUSINESS PHONE: (818) 224-7442 MAIL ADDRESS: STREET 1: 6101 CONDOR DRIVE CITY: MOORPARK STATE: CA ZIP: 93021 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BRIDGER MANAGEMENT, LLC CENTRAL INDEX KEY: 0001166309 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 90 PARK AVENUE, STREET 2: 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 000 000 0000 MAIL ADDRESS: STREET 1: 90 PARK AVENUE, STREET 2: 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 FORMER COMPANY: FORMER CONFORMED NAME: BRIDGER MANAGEMENT LLC DATE OF NAME CHANGE: 20020130 SC 13G/A 1 ja13ga-pennymac_bridger.htm ja13ga-pennymac_bridger.htm
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13G

Under the Securities Exchange Act of 1934
 
(Amendment No. 1)
 

PENNYMAC FINANCIAL SERVICES, INC
(Name of Issuer)
 

Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
 

70932B101
(CUSIP Number)
 

May 14, 2013
(Date of Event which requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)

*The remainder of this cover page shall be filed out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
SCHEDULE 13G

CUSIP No. 70932B101
  
Page 2 of 13 Pages
 

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
 
Bridger Management, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
      
(a) o
(b) x
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
 
SHARES
5
SOLE VOTING POWER
 
0
 
BENEFICIALLY
 
OWNED BY
6
SHARED VOTING POWER
 
1,500,000
 
EACH
 
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
 
PERSON
 
WITH
8
SHARED DISPOSITIVE POWER
 
1,500,000
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,500,000
 
10
 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*        
o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
11.7%
 
12
TYPE OF REPORTING PERSON*
 
IA
 
 
 
 
 
 
SCHEDULE 13G

CUSIP No. 70932B101
  
Page 3 of 13 Pages
 

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
 
Roberto Mignone
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
      
(a) o
(b) x
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
 
SHARES
5
SOLE VOTING POWER
 
0
 
BENEFICIALLY
 
OWNED BY
6
SHARED VOTING POWER
 
1,500,000
 
EACH
 
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
 
PERSON
 
WITH
8
SHARED DISPOSITIVE POWER
 
1,500,000
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,500,000
 
10
 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*        
o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
11.7%
 
12
TYPE OF REPORTING PERSON*
 
IN
 
 
 
 
 
 
SCHEDULE 13G

CUSIP No. 70932B101
  
Page 4 of 13 Pages
 

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
 
Bridger Capital, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
      
(a) o
(b) x
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
 
SHARES
5
SOLE VOTING POWER
 
0
 
BENEFICIALLY
 
OWNED BY
6
SHARED VOTING POWER
 
576,000
 
EACH
 
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
 
PERSON
 
WITH
8
SHARED DISPOSITIVE POWER
 
576,000
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
576,000
 
10
 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*        
o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.5%
 
12
TYPE OF REPORTING PERSON*
 
OO
 
 
 
 
 
 
SCHEDULE 13G

CUSIP No. 70932B101
  
Page 5 of 13 Pages
 

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
 
Swiftcurrent Partners, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
      
(a) o
(b) x
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
 
SHARES
5
SOLE VOTING POWER
 
0
 
BENEFICIALLY
 
OWNED BY
6
SHARED VOTING POWER
 
576,000
 
EACH
 
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
 
PERSON
 
WITH
8
SHARED DISPOSITIVE POWER
 
576,000
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
576,000
 
10
 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*        
o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.5%
 
12
TYPE OF REPORTING PERSON*
 
PN
 
 
 
 
 
 
SCHEDULE 13G

CUSIP No. 70932B101
  
Page 6 of 13 Pages
 

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
 
Swiftcurrent Offshore, Ltd.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
      
(a) o
(b) x
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
 
NUMBER OF
 
SHARES
5
SOLE VOTING POWER
 
0
 
BENEFICIALLY
 
OWNED BY
6
SHARED VOTING POWER
 
924,000
 
EACH
 
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
 
PERSON
 
WITH
8
SHARED DISPOSITIVE POWER
 
924,000
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
924,000
 
10
 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*        
o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.2%
 
12
TYPE OF REPORTING PERSON*
 
CO
 
 
 
 
 
 
Item 1(a).
Name of Issuer:  PennyMac Financial Services, Inc.
   
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
6101 Condor Drive, Moorpark, CA 93021
   
Item 2(a, b, c).
Name of Persons Filing, Address of Principal Business Office, Citizenship:
   
 
Bridger Management, LLC, a Delaware limited liability company, 90 Park Avenue – 40th Floor, New York, NY 10016
 
Bridger Capital, LLC, a Delaware limited liability company, 90 Park Avenue – 40th Floor, New York, NY 10016
 
Swiftcurrent Partners, L.P., a Delaware limited partnership, 90 Park Avenue – 40th Floor, New York, NY 10016
 
Swiftcurrent Offshore, Ltd., a Cayman Islands limited company, c/o Morgan Stanley Fund Services (Cayman) Ltd., Cricket Square, 2nd Floor, Boundary Hall, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands
 
Mr. Roberto Mignone (“Mr. Mignone”), 90 Park Avenue – 40th Floor, New York, NY 10016.  Mr. Mignone is a United States citizen.
   
Item 2(d).
Title of Class of Securities:  Class A Common Stock, par value $0.0001 per share (the “Common Stock”)
   
Item 2(e).
CUSIP Number:  70932B101
   
Item 3.
Not Applicable.
   
Item 4.
Ownership.
   
Information with respect to the Reporting Persons’ ownership of the Common Stock as of May 22, 2013, is incorporated by reference to items (5) - (9) and (11) of the cover page of the respective Reporting Person.

The shares of Common Stock reported herein as being beneficially owned by the Reporting Persons are held of record by Swiftcurrent Partners L.P. and Swiftcurrent Offshore Ltd.  Bridger Management LLC is the investment adviser to Swiftcurrent Partners L.P. and Swiftcurrent Offshore Ltd. and, as such, may be deemed to share beneficial ownership of such shares of Common Stock.  Bridger Capital LLC is the General Partner of Swiftcurrent Partners, L.P.  Roberto Mignone is the managing member of Bridger Management, LLC and Bridger Capital LLC.

This Amendment is being filed to reflect the reduction in the percent of the class of Common Stock beneficially owned by the Reporting Persons resulting from the exercise by the underwriters of their option to purchase 1,666,666 additional shares of Common Stock from the Issuer.
   
Item 5.
Ownership of Five Percent or less of a Class:
   
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [    ].
   
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
   
 
See Item 4.
   
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
   
 
Not Applicable.
   
Item 8.
Identification and Classification of Members of the Group.
   
 
Not Applicable.
   
Item 9.
Notice of Dissolution of Group.
   
 
Not Applicable.
   
Item 10.
Certification.
   
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
[Signature Page Follows:]
 
 
 
 
 
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

DATED:  May 22, 2013
 
 
BRIDGER MANAGEMENT, LLC
 
  
 
By:
/s/ Roberto Mignone
  
 
Roberto Mignone, Managing Member
  
     
 
/s/ Roberto Mignone
  
 
Roberto Mignone, Individually
  
     


 
BRIDGER CAPITAL, LLC
 
  
 
By:
/s/ Roberto Mignone
  
 
Roberto Mignone, Managing Member
  


 
SWIFTCURRENT PARTNERS, L.P.
 
  
 
By:
Bridger Capital, LLC, its General Partner
  
       
 
By:
/s/ Roberto Mignone
  
 
Roberto Mignone, Managing Member
  


 
SWIFTCURRENT OFFSHORE, LTD.
 
  
 
By:
Bridger Management, LLC, its investment manager
  
       
 
By:
/s/ Roberto Mignone
  
 
Roberto Mignone, Managing Member
  
 
 
 
 
 
EXHIBIT INDEX

Exhibit I:                      Joint Filing Statement Pursuant to Rule 13d-1(k)

 
 
 

Exhibit I
JOINT FILING STATEMENT
 
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATED:  May 22, 2013
 
 
BRIDGER MANAGEMENT, LLC
 
  
 
By:
/s/ Roberto Mignone
  
 
Roberto Mignone, Managing Member
  
     
 
/s/ Roberto Mignone
  
 
Roberto Mignone, Individually
  
     


 
BRIDGER CAPITAL, LLC
 
  
 
By:
/s/ Roberto Mignone
  
 
Roberto Mignone, Managing Member
  


 
SWIFTCURRENT PARTNERS, L.P.
 
  
 
By:
Bridger Capital, LLC, its General Partner
  
       
 
By:
/s/ Roberto Mignone
  
 
Roberto Mignone, Managing Member
  


 
SWIFTCURRENT OFFSHORE, LTD.
 
  
 
By:
Bridger Management, LLC, its investment manager
  
       
 
By:
/s/ Roberto Mignone
  
 
Roberto Mignone, Managing Member