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

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

1. Name and Address of Reporting Person^*

MCCALLION ANNE

(Last)

(First)

(Middle)

C/O PENNYMAC MORTGAGE INVESTMENT TRUST

3043 TOWNSGATE ROAD

(Street)

WESTLAKE VILLAGE

91361

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PennyMac Mortgage Investment Trust [ PMT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Enterpirse Ops Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2019

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 Shares of Beneficial Interest	03/15/2019		M		2,587⁽¹⁾	A	$0	136,334⁽²⁾	D
Common Shares of Beneficial Interest	03/15/2019		M		2,743⁽³⁾	A	$0	139,077⁽⁴⁾	D
Common Shares of Beneficial Interest	03/15/2019		M		2,650⁽⁵⁾	A	$0	141,727⁽⁶⁾	D
Common Shares of Beneficial Interest	03/15/2019		F		895⁽⁷⁾	D	$20.69	140,832⁽⁸⁾	D
Common Shares of Beneficial Interest	03/15/2019		F		949⁽⁹⁾	D	$20.69	139,883⁽¹⁰⁾	D
Common Shares of Beneficial Interest	03/15/2019		F		917⁽¹¹⁾	D	$20.69	138,966⁽¹²⁾	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)
Performance-Based Restricted Share Units	$0⁽¹⁾	03/15/2019		A		2,587		⁽¹⁾	⁽¹⁾	Common Shares of Beneficial Interest	2,587	$0	2,587	D
Performance-Based Restricted Share Units	$0⁽¹⁾	03/15/2019		M			2,587	⁽¹⁾	⁽¹⁾	Common Shares of Beneficial Interest	2,587⁽¹⁾	$0	0	D
Performance-Based Restricted Share Units	$0⁽³⁾	03/15/2019		A		2,743		⁽³⁾	⁽³⁾	Common Shares of Beneficial Interest	2,743	$0	2,743	D
Performance-Based Restricted Share Units	$0⁽³⁾	03/15/2019		M			2,743	⁽³⁾	⁽³⁾	Common Shares of Beneficial Interest	2,743⁽³⁾	$0	0	D
Performance-Based Restricted Share Units	$0⁽⁵⁾	03/15/2019		A		2,650		⁽⁵⁾	⁽⁵⁾	Common Shares of Beneficial Interest	2,650	$0	2,650	D
Performance-Based Restricted Share Units	$0⁽⁵⁾	03/15/2019		M			2,650	⁽⁵⁾	⁽⁵⁾	Common Shares of Beneficial Interest	2,650⁽⁵⁾	$0	0	D

Explanation of Responses:

1. This performance-based restricted share unit (PSU) award was granted to the Reporting Person on February 24, 2016 and may vest in three equal installments subject to the satisfaction of certain performance based criteria for each of the fiscal years ending in 2016, 2017 and 2018. The PSU vested as to one-third on March 15, 2019 and the payout of common shares of beneficial interest pursuant to the PSU award for the 2018 fiscal year was determined based on the Issuer's return on equity (ROE) of 10.10% for the period of January 1, 2018 through December 31, 2018 as measured against ROE targets established at the time of grant. The payout percentage for the award based on ROE achievement was 102.5%.

2. The reported amount consists of 4,663 restricted share units and 131,671 common shares of beneficial interest. The restricted share units are to be settled in an equal number of common shares of beneficial interest upon vesting.

3. This performance-based restricted share unit (PSU) award was granted to the Reporting Person on February 23, 2017 and may vest in three equal installments subject to the satisfaction of certain performance based criteria for each of the fiscal years ending 2017, 2018 and 2019. The PSU vested as to one-third on March 15, 2019 and the payout of common shares of beneficial interest pursuant to the PSU award for the 2018 fiscal year was determined based on the Issuer's return on equity (ROE) of 10.10% for the period of January 1, 2018 through December 31, 2018 as measured against ROE targets established at the time of grant. The payout percentage for the award based on ROE achievement was 127.5%.

4. The reported amount consists of 4,663 restricted share units and 134,414 common shares of beneficial interest. The restricted share units are to be settled in an equal number of common shares of beneficial interest upon vesting.

5. This performance-based restricted share unit (PSU) award was granted to the Reporting Person on March 12, 2018 and may vest in three equal installments subject to the satisfaction of certain performance based criteria for each of the fiscal years ending 2018, 2019 and 2020. The PSU vested as to one-third on March 15, 2019 and the payout of common shares of beneficial interest pursuant to the PSU award for the 2018 fiscal year was determined based on the Issuer's return on equity (ROE) of 10.10% for the period of January 1, 2018 through December 31, 2018 as measured against ROE targets established at the time of grant. The payout percentage for the award based on ROE achievement was 127.5%.

6. The reported amount consists of 4,663 restricted share units and 137,064 common shares of beneficial interest. The restricted share units are to be settled in an equal number of common shares of beneficial interest upon vesting.

7. Represents shares withheld for taxes upon vesting of performance-based restricted share units granted on February 24, 2016.

8. The reported amount consists of 4,663 restricted share units and 136,169 common shares of beneficial interest. The restricted share units are to be settled in an equal number of common shares of beneficial interest upon vesting.

9. Represents shares withheld for taxes upon vesting of performance-based restricted share units granted on February 23, 2017.

10. The reported amount consists of 4,663 restricted share units and 135,220 common shares of beneficial interest. The restricted share units are to be settled in an equal number of common shares of beneficial interest upon vesting.

11. Represents shares withheld for taxes upon vesting of performance-based restricted share units granted on March 12, 2018.

12. The reported amount consists of 4,663 restricted share units and 134,303 common shares of beneficial interest. The restricted share units are to be settled in an equal number of common shares of beneficial interest upon vesting.

	/s/ Kisha Parker, as Attorney-in-Fact for Ms. Mc Callion	03/19/2019
	** 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).
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