X0306 4 2017-04-03 0001568669 PENNYMAC FINANCIAL SERVICES, INC. PFSI 0001486334 Hendry Gregory L C/O PENNYMAC FINANCIAL SERVICES, INC. 3043 TOWNSGATE ROAD WESTLAKE VILLAGE CA 91361 1 MD, Chief Accounting Officer Class A Common Stock 2017-04-03 4 M 0 1383 0 A 6463 D Class A Common Stock 2017-04-03 4 M 0 2786 0 A 9249 D Performance-Based Restricted Stock Units 0 2017-04-03 4 A 0 1383 0 A Class A Common Stock 1383 1383 D Performance-Based Restricted Stock Units 0 2017-04-03 4 M 0 1383 D Class A Common Stock 1383 0 D Performance-Based Restricted Stock Units 0 2017-04-03 4 A 0 2786 0 A Class A Common Stock 2786 2786 D Performance-Based Restricted Stock Units 0 2017-04-03 4 M 0 2786 D Class A Common Stock 2786 0 D Cl A Units of Private Nat'l Mortgage Acceptance Company, LLC Class A Common Stock 27394 27394 D Nonstatutory Stock Option (Right to Buy) 21.03 2014-06-13 2023-06-12 Class A Common Stock 2018 2018 D Nonstatutory Stock Option (Right to Buy) 17.26 2015-02-26 2024-02-25 Class A Common Stock 3077 3077 D Nonstatutory Stock Option (Right to Buy) 17.52 2016-03-03 2025-03-02 Class A Common Stock 3032 3032 D Nonstatutory Stock Option (Right to Buy) 11.28 2017-03-07 2026-03-06 Class A Common Stock 3530 3530 D Nonstatutory Stock Option (Right to Buy) 18.05 2018-03-06 2027-03-05 Class A Common Stock 2943 2943 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 3,126 restricted stock units and 3,337 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 Shares of Class A Common Stock acquired pursuant to the payout of a performance-based restricted stock unit granted to the Reporting Person on September 16, 2014. The reported amount consists of 3,126 restricted stock units and 6,123 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. 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 Registrant's earnings per share (EPS) 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 percentage for the award was 83.2%. 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 2,018 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 3,077 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 3,032 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 3,530 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 2,943 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. Hendry 2017-04-05