X0306 4 2017-09-19 0001568669 PENNYMAC FINANCIAL SERVICES, INC. PFSI 0001468934 Walker David M C/O PENNYMAC FINANCIAL SERVICES, INC. 3043 TOWNSGATE ROAD WESTLAKE VILLAGE CA 91361 1 Chief Risk Officer Class A Common Stock 2017-09-19 4 M 0 5000 0 A 5030 I The Walker Trust 2002 Dated February 13, 2002, As Amended Class A Common Stock 2017-09-19 4 S 0 5000 17.5075 D 30 I The Walker Trust 2002 Dated February 13, 2002, As Amended Class A Common Stock 2017-09-20 4 M 0 5000 0 A 5030 I The Walker Trust 2002 Dated February 13, 2002, As Amended Class A Common Stock 2017-09-20 4 S 0 5000 17.6005 D 30 I The Walker Trust 2002 Dated February 13, 2002, As Amended Class A Common Stock 17087 D Cl A Units of Private Nat'l Mortgage Acceptance Company, LLC 2017-09-19 4 M 0 5000 0 D Class A Common Stock 5000 658055 I The Walker Trust 2002 Dated February 13, 2002, As Amended Cl A Units of Private Nat'l Mortgage Acceptance Company, LLC 2017-09-20 4 M 0 5000 0 D Class A Common Stock 5000 653055 I The Walker Trust 2002 Dated February 13, 2002, As Amended 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 17313 17313 D Represents shares of Class A Common Stock received upon the exchange of Class A Units of Private National Mortgage Acceptance Company, LLC. 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. 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 $17.40 to $17.625. The reporting person hereby undertakes to provide upon request to the SEC, the Issuer or a security holder of the Issuer the number of shares of Class A Common Stock and the prices at which the transactions were effected. The price reported is the weighted average price of multiple transactions ranging from $17.45 to $17.75. The reporting person hereby undertakes to provide upon request to the SEC, the Issuer or a security holder of the Issuer the number of shares of Class A Common Stock and the prices at which the transactions were effected. The reported amount consists of 6,925 restricted share units and 10,162 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. 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 17,313 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. Walker 2017-09-20