Sec Form 13G Filing - HC Partners LLC filing for PNMAC Holdings Inc. (PFSI) - 2015-02-17

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

PENNYMAC FINANCIAL SERVICES, INC.
(Name of Issuer)

CLASS A COMMON STOCK, $0.0001 PAR VALUE
(Title of Class of Securities)

70932B101
(CUSIP Number)

     Jennifer L. Stier
200 Clarendon Street, 59^th Floor
Boston, Massachusetts 02116
617-850-7500
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

DECEMBER 31, 2014
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[   ]    Rule 13d-1(b)
[   ]    Rule 13d-1(c)
[X]    Rule 13d-1(d)

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1) Consists of Class A Units (“Unit”) of Private National Mortgage Acceptance Company, LLC. Each Unit is exchangeable, at the election of the holder, into one share of the Issuer’s Class A common stock, subject to customary conversion rate adjustments in the event of any stock split, unit split, unit distribution, stock dividend or distribution, reclassification, reorganization, recapitalization or similar transaction. HC Partners LLC also owns one share of Class B Common Stock of the Issuer which entitles HC Partners LLC to one vote for each Unit held but no economic rights.
(2) Represents the percentage of the Issuer’s Class A common stock assuming conversion of all 20,169,732 Units held by HC Partners LLC, thereby increasing the aggregate outstanding Class A common shares from 21,538,012 to 41,707,744. If all other holders of Units also converted such Units into the Issuer’s Class A common stock, the ownership by HC Partners LLC reported herein would represent approximately 27% of the Issuer’s Class A common stock.

Not applicable

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(1) Consists of Class A Units (“Unit”) of Private National Mortgage Acceptance Company, LLC. Each Unit is exchangeable, at the election of the holder, into one share of the Issuer’s Class A common stock, subject to customary conversion rate adjustments in the event of any stock split, unit split, unit distribution, stock dividend or distribution, reclassification, reorganization, recapitalization or similar transaction. HC Partners LLC also owns one share of Class B Common Stock of the Issuer which entitles HC Partners LLC to one vote for each Unit held but no economic rights.

(2) Represents the percentage of the Issuer’s Class A common stock assuming conversion of all 20,169,732 Units held by HC Partners LLC, thereby increasing the aggregate outstanding Class A common shares from 21,538,012 to 41,707,744. If all other holders of Units also converted such Units into the Issuer’s Class A common stock, the ownership by HC Partners LLC reported herein would represent approximately 27% of the Issuer’s Class A common stock.

Not applicable.

Not applicable

Not applicable.

Not applicable.

Not applicable.

Not applicable.

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.