X0306 4 2017-04-03 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 2017-04-03 4 M 0 10162 0 A 19164 D Performance-Based Restricted Stock Units 0 2017-04-03 4 A 0 10162 0 A Class A Common Stock 10162 10162 D Performance-Based Restricted Stock Units 0 2017-04-03 4 M 0 10162 D Class A Common Stock 10162 0 D Cl A Units of Private Nat'l Mortgage Acceptance Company, LLC Class A Common Stock 11064.27 11064.27 I Adult Daughter 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 632580 632580 I The Grogin Living Trust dtd 12-19-01 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 Nonstatutory Stock Option (Right to Buy) 18.05 2018-03-06 2027-03-05 Class A Common Stock 22506 22506 D Shares of Class A Common Stock acquired pursuant to the payout of a performance-based restricted stock unit granted to the Reporting Person on February 26, 2014. The reported amount consists of 9,002 restricted stock units and 10,162 shares of Class A Common Stock. The restricted stock units are to be settled in an equal number of shares of Class A Common Stock upon vesting This award vested on April 3, 2017 and the payout of shares of Class A Common Stock pursuant to the award was determined based on the Issuer's total stockholder return (TSR) (50% of the award) and earnings per share (EPS) (50% of the award) for the period of January 1, 2014 through December 31, 2016 as measured against the target performance goals set by the Compensation Committee of the Board of Directors when the award was granted in 2014. The payout percentages for the TSR and EPS portions of the award were 0% and 89.9%, respectively. 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. This nonstatutory stock option to purchase 22,506 shares of Class A 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. /s/ Derek W. Stark, attorney-in-fact for Mr. Grogin 2017-04-05