Sec Form 4 Filing - SPECTOR DAVID @ PennyMac Mortgage Investment Trust - 2020-03-17

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person SPECTOR DAVID 2. Issuer Name and Ticker or Trading Symbol PennyMac Mortgage Investment Trust [ PMT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) C/O PENNYMAC MORTGAGE INVESTMENT TRUST, 3043 TOWNSGATE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 03/17/2020 (Street) WESTLAKE VILLAGE, CA91361 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Shares of Beneficial Interest 03/17/2020 M 12,072 ( 1 ) A $ 0 170,020 ( 2 ) D Common Shares of Beneficial Interest 03/17/2020 M 11,667 ( 3 ) A $ 0 181,687 ( 4 ) D Common Shares of Beneficial Interest 03/17/2020 M 10,018 ( 5 ) A $ 0 191,705 ( 6 ) D Common Shares of Beneficial Interest 03/17/2020 F 5,986 ( 7 ) D $ 10.88 185,719 ( 8 ) D Common Shares of Beneficial Interest 03/17/2020 F 5,785 ( 9 ) D $ 10.88 179,934 ( 10 ) D Common Shares of Beneficial Interest 03/17/2020 F 4,967 ( 11 ) D $ 10.88 174,967 ( 12 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , pu ts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Performance-Based Restricted Share Units $ 0 ( 1 ) 03/17/2020 A 12,072 ( 1 ) ( 1 ) Common Shares of Beneficial Interest 12,072 $ 0 12,072 D Performance-Based Restricted Share Units $ 0 ( 1 ) 03/17/2020 M 12,072 ( 1 ) ( 1 ) Common Shares of Beneficial Interest 12,072 ( 1 ) $ 0 0 D Performance-Based Restricted Share Units $ 0 ( 3 ) 03/17/2020 A 11,667 ( 3 ) ( 3 ) Common Shares of Beneficial Interest 11,667 $ 0 11,667 D Performance-Based Restricted Share Units $ 0 ( 3 ) 03/17/2020 M 11,667 ( 3 ) ( 3 ) Common Shares of Beneficial Interest 11,667 ( 3 ) $ 0 0 D Performance-Based Restricted Share Units $ 0 ( 5 ) 03/17/2020 A 10,018 ( 5 ) ( 5 ) Common Shares of Beneficial Interest 10,018 $ 0 10,018 D Performance-Based Restricted Share Units $ 0 ( 5 ) 03/17/2020 M 10,018 ( 5 ) ( 5 ) Common Shares of Beneficial Interest 10,018 ( 5 ) $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SPECTOR DAVID C/O PENNYMAC MORTGAGE INVESTMENT TRUST 3043 TOWNSGATE ROAD WESTLAKE VILLAGE, CA91361 X President and CEO Signatures /s/ Kisha Parker, attorney-in-fact for Mr. Spector 03/19/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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 17, 2020 and the payout of common shares of beneficial interest pursuant to the PSU award for the 2019 fiscal year was determined based on the Issuer's return on equity (ROE) of 12.02% for the period of January 1, 2019 through December 31, 2019 as measured against ROE targets established at the time of grant. The payout percentage for the award based on ROE achievement was 150%. ( 2 )The reported amount consists of 32,877 restricted share units and 137,143 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 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 17, 2020 and the payout of common shares of beneficial interest pursuant to the PSU award for the 2019 fiscal year was determined based on the Issuer's return on equity (ROE) of 12.02% for the period of January 1, 2019 through December 31, 2019 as measured against ROE targets established at the time of grant. The payout percentage for the award based on ROE achievement was 150%. ( 4 )The reported amount consists of 32,877 restricted share units and 148,810 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 February 12, 2019 and may vest in three equal installments subject to the satisfaction of certain performance based criteria for each of the fiscal years ending 2019, 2020 and 2021. The PSU vested as to one-third on March 17, 2020 and the payout of common shares of beneficial interest pursuant to the PSU award for the 2019 fiscal year was determined based on the Issuer's return on equity (ROE) of 12.02% for the period of January 1, 2019 through December 31, 2019 as measured against ROE targets established at the time of grant. The payout percentage for the award based on ROE achievement was 150%. ( 6 )The reported amount consists of 32,877 restricted share units and 158,828 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 23, 2017. ( 8 )The reported amount consists of 32,877 restricted share units and 152,824 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 March 12, 2018. ( 10 )The reported amount consists of 32,877 restricted share units and 147,057 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 February 12, 2019. ( 12 )The reported amount consists of 32,877 restricted share units and 142,090 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.

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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