SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Follette James

(Last)

(First)

(Middle)

C/O PENNYMAC FINANCIAL SERVICES, INC.

3043 TOWNSGATE ROAD

(Street)

WESTLAKE VILLAGE

91361

(City)

(State)

(Zip)

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 Mort Fulfillment Off.

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/11/2023		M		5,839	A	$22.92	18,314⁽¹⁾	D
Common Stock	12/11/2023		M		15,404	A	$35.03	33,718⁽²⁾	D
Common Stock	12/11/2023		S		5,839	D	$80.4174⁽³⁾	27,879	D
Common Stock	12/11/2023		S		15,404	D	$80.4174⁽³⁾	12,475	D
Common Stock	12/11/2023		S		499	D	$80.4174⁽³⁾	11,976⁽⁴⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Nonstatutory Stock Option (Right to Buy)	$22.92	12/11/2023		M			5,839	03/15/2020	03/14/2029	Common Stock	5,839⁽⁵⁾	$0	0	D
Nonstatutory Stock Option (Right to Buy)	$35.03	12/11/2023		M			15,404	02/26/2021	02/25/2030	Common Stock	15,404⁽⁶⁾	$0	0	D
Nonstatutory Stock Option (Right to Buy)	$59.68							12/14/2020	12/13/2030	Common Stock	20,259⁽⁷⁾		20,259	D
Nonstatutory Stock Option (Right to Buy)	$58.85							02/25/2022	02/24/2031	Common Stock	12,935⁽⁸⁾		12,935	D
Nonstatutory Stock Option (Right to Buy)	$57.1							02/23/2023	02/22/2032	Common Stock	27,645⁽⁹⁾		27,645	D
Nonstatutory Stock Option (Right to Buy)	$60.74							02/24/2024	02/23/2033	Common Stock	11,575⁽¹⁰⁾		11,575	D

Explanation of Responses:

1. The reported amount consists of 11,976 restricted stock units and 6,338 shares of Common Stock. The restricted stock units are to be settled in an equal number of shares of Common Stock upon vesting.

2. The reported amount consists of 11,976 restricted stock units and 21,742 shares of Common Stock. The restricted stock units are to be settled in an equal number of shares of Common Stock upon vesting.

3. The price reported is the weighted average price of multiple transactions ranging from $80.13 to $80.57. 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.

4. The reported amount consists of 11,976 restricted stock units. These restricted stock units are to be settled in an equal number of shares of Common Stock upon vesting.

5. This nonstatutory stock option to purchase 5,839 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 committed service through each date.

6. This nonstatutory stock option to purchase 15,404 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 committed service through each date.

7. This nonstatutory stock option to purchase 20,259 shares of Common Stock of the Issuer will vest as to one-third of the optioned shares on each of December 14, 2020, 2021 and 2022, subject to the Reporting Person's committed service through each date.

8. This nonstatutory stock option to purchase 12,935 shares of Common Stock of the Issuer will vest as to one-third of the optioned shares on each of February 25, 2022, 2023 and 2024, subject to the Reporting Person's committed service through each date.

9. This nonstatutory stock option to purchase 27,645 shares of Common Stock of the Issuer will vest as to one-third of the optioned shares on each of February 23, 2023, 2024 and 2025, subject to the Reporting Person's committed service through each date.

10. This nonstatutory stock option to purchase 11,575 shares of Common Stock of the Issuer will vest as to one-third of the optioned shares on each of February 24, 2024, 2025 and 2026, subject to the Reporting Person's committed service through each date.

	/s/ Derek W. Stark, attorney-in-fact for Mr. Follette	12/12/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.