Sec Form 4 Filing - BlackRock Inc. @ PNMAC Holdings, Inc. - 2018-11-01

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 BlackRock Inc. 2. Issuer Name and Ticker or Trading Symbol PNMAC Holdings, Inc. [ PFSI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 55 EAST 52ND STREET 3. Date of Earliest Transaction (MM/DD/YY) 11/01/2018 (Street) NEW YORK, NY10055 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 stock 11/01/2018 C( 1 )( 2 ) 13,760,647 A $ 0 15,560,647 I See footnote ( 3 )

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 (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 Class A Units of Private National Mortgage Acceptance Compan $ 0 11/01/2018 C( 1 )( 2 ) 13,760,647 ( 2 ) ( 2 ) Common Stock 13,760,647 $ 0 0 I See footnote ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BlackRock Inc. 55 EAST 52ND STREET NEW YORK, NY10055 X X BlackRock Holdco 2, Inc. 40 EAST 52ND STREET NEW YORK, NY10022 X BLACKROCK FINANCIAL MANAGEMENT INC/DE 100 BELLEVUE PARKWAY WILMINGTON, DE19809 X BlackRock Mortgage Ventures, LLC 55 EAST 52ND STREET NEW YORK, NY10055 X X Signatures /s/ Daniel Waltcher, Authorized Signatory 11/05/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On August 2, 2018, PennyMac Financial Services, Inc., a Delaware corporation ("Old PennyMac") entered into a Contribution Agreement and Plan of Merger (the "Reorganization Agreement") with various parties including, among others, New PennyMac Financial Services, Inc., a Delaware corporation (the "Issuer"), and BlackRock Mortgage Ventures, LLC ("BLK MV"), an indirect wholly owned subsidiary of BlackRock, Inc. (the "Reporting Person"). The Reorganization Agreement provided that Old PennyMac would reorganize under a new public holding company, eliminate its "Up-C" structure and transition to a single class of common stock held by all stockholders. On November 1, 2018, the transactions contemplated by the Reorganization Agreement (the "Reorganization") were completed. The Issuer succeeded to Old PennyMac as a public-reporting Company pursuant to Rule 12g-3 under the Securities Exchange Act of 1934, and changed its name to PennyMac Financial Services Inc. ( 2 )In the Reorganization, (i) 13,760,647 Class A Units of Private National Mortgage Acceptance Company, LLC held by BLK MV were exchanged for 13,760,647 shares of common stock of the Issuer ("Common Stock") and (ii) 1,800,000 shares of Class A common stock of Old PennyMac held by BLK MV were converted into 1,800,000 shares of Common Stock. ( 3 )15,560,647 shares of Common Stock beneficially owned by the Reporting Person (including the 13,760,647 shares of Common Stock that were converted from Class A Units held by BlackRock Mortgage Ventures LLC pursuant to the Reorganization) are directly owned by BlackRock Mortgage Ventures, LLC, which is a wholly owned subsidiary of BlackRock Financial Management, Inc., which is a wholly owned subsidiary of BlackRock Holdco 2, Inc., which is a wholly-owned subsidiary of BlackRock, Inc. BlackRock, Inc., BlackRock Holdco 2, Inc., and BlackRock Financial Management, Inc. are indirect beneficial owners of these securities.

Remarks: An employee of the Reporting Person is a director of the Issuer. The Reporting Person disclaims that it may be deemed a director of the Issuer for purposes of Section 16.

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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