X0306 4 2017-02-24 0001568669 PENNYMAC FINANCIAL SERVICES, INC. PFSI 0001440697 Grogin Jeffrey C/O PENNYMAC FINANCIAL SERVICES, INC. 3043 TOWNSGATE ROAD WESTLAKE VILLAGE CA 91361 1 CALO Class A Common Stock 2017-02-24 4 S 0 3000 18.1725 D 6000 I The Grogin Living Trust dtd 12-19-01 Class A Common Stock 2017-02-27 4 S 0 3000 18.105 D 3000 I The Grogin Living Trust dtd 12-19-01 Class A Common Stock 2017-02-28 4 S 0 3000 17.8947 D 0 I The Grogin Living Trust dtd 12-19-01 Cl A Units of Private Nat'l Mortgage Acceptance Company, LLC Class A Common Stock 632580 632580 I The Grogin Living Trust dtd 12-19-01 Cl A Units of Private Nat'l Mortgage Acceptance Company, LLC Class A Common Stock 33193 33193 I JBG Children's Trust utd 12/31/2000 Cl A Units of Private Nat'l Mortgage Acceptance Company, LLC Class A Common Stock 22128.73 22128.73 I MJG Children's Trust utd 12/31/2000 Cl A Units of Private Nat'l Mortgage Acceptance Company, LLC Class A Common Stock 11064.27 11064.27 I Adult Daughter Nonstatutory Stock Option (Right to Buy) 21.03 2014-06-13 2023-06-12 Class A Common Stock 15882 15882 D Nonstatutory Stock Option (Right to Buy) 17.26 2015-02-26 2024-02-25 Class A Common Stock 28216 28216 D Nonstatutory Stock Option (Right to Buy) 17.52 2016-03-03 2025-03-02 Class A Common Stock 23829 23829 D Nonstatutory Stock Option (Right to Buy) 11.28 2017-03-07 2026-03-06 Class A Common Stock 27771 27771 D These shares of Class A Common Stock were sold pursuant to a 10b5-1 plan. The price reported is the weighted average price of multiple transactions ranging from $18.05 to $18.25. 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 shares of beneficial interest and the prices at which the transactions were effected. The price reported is the weighted average price of multiple transactions ranging from $18.05 to $18.15. 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 shares of beneficial interest and the prices at which the transactions were effected. The price reported is the weighted average price of multiple transactions ranging from $17.75 to $18.00. 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 shares of beneficial interest and the prices at which the transactions were effected. Pursuant to the terms of an exchange agreement, Class A Units of Private National Mortgage Acceptance Company, LLC are exchangeable for shares of Class A Common Stock of the Issuer on a one-for-one basis, subject to customary conversion rate adjustments. This nonstatutory stock option to purchase 15,882 shares of Class A Common Stock of the Issuer will vest as to one-third of the optioned shares on each of June 13, 2014, 2015 and 2016, subject to the Reporting Person's continued service through each date. This nonstatutory stock option to purchase 28,216 shares of Class A Common Stock of the Issuer will vest as to one-third of the optioned shares on each of February 26, 2015, 2016 and 2017, subject to the Reporting Person's continued service through each date. This nonstatutory stock option to purchase 23,829 shares of Class A Common Stock of the Issuer will vest as to one-third of the optioned shares on each of March 3, 2016, 2017 and 2018, subject to the Reporting Person's committed service through each date. This nonstatutory stock option to purchase 27,771 shares of Class A Common Stock of the Issuer will vest as to one-third of the optioned shares on each of March 7, 2017, 2018 and 2019, subject to the Reporting Person's committed service through each date. /s/ Jeffrey Grogin 2017-02-28