Sec Form 4 Filing - Fartaj Vandad @ PennyMac Financial Services, Inc. - 2020-03-16

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 Fartaj Vandad 2. Issuer Name and Ticker or Trading Symbol PennyMac Financial Services, Inc. [ PFSI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Investment Officer (Last) (First) (Middle) C/O PENNYMAC FINANCIAL SERVICES, INC., 3043 TOWNSGATE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 03/16/2020 (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 Stock 03/16/2020 F 1,038 ( 1 ) D $ 29.13 61,899 ( 2 ) D Common Stock 03/17/2020 M 22,290 ( 3 ) A $ 0 84,189 ( 4 ) D Common Stock 03/17/2020 F 11,052 ( 5 ) D $ 21.76 73,137 ( 6 ) D Common Stock 844,959 I The Fartaj Family Trust

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 Performance-Based Restricted Stock Units ( 3 ) 03/17/2020 A 22,290 ( 3 ) ( 3 ) Common Stock 22,290 $ 0 22,290 D Performance-Based Restricted Stock Units ( 3 ) 03/17/2020 M 22,290 ( 3 ) ( 3 ) Common Stock 22,290 ( 3 ) $ 0 0 D Nonstatutory Stock Option (Right to Buy) $ 21.03 06/13/2014 06/12/2023 Common Stock 15,882 ( 7 ) 15,882 D Nonstatutory Stock Option (Right to Buy) $ 17.26 02/26/2015 02/25/2024 Common Stock 28,216 ( 8 ) 28,216 D Nonstatutory Stock Option (Right to Buy) $ 17.52 03/03/2016 03/02/2025 Common Stock 23,829 ( 9 ) 23,829 D Nonstatutory Stock Option (Right to Buy) $ 11.28 03/07/2017 03/06/2026 Common Stock 27,771 ( 10 ) 27,771 D Nonstatutory Stock Option (Right to Buy) $ 18.05 03/06/2018 03/05/2027 Common Stock 27,700 ( 11 ) 27,700 D Nonstatutory Stock Option (Right to Buy) $ 24.4 03/09/2019 03/08/2028 Common Stock 21,174 ( 12 ) 21,174 D Nonstatutory Stock Option (Right to Buy) $ 22.92 03/15/2020 03/14/2029 Common Stock 22,496 ( 13 ) 22,496 D Nonstatutory Stock Option (Right to Buy) $ 35.03 02/26/2021 02/25/2030 Common Stock 23,765 ( 14 ) 23,765 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Fartaj Vandad C/O PENNYMAC FINANCIAL SERVICES, INC. 3043 TOWNSGATE ROAD WESTLAKE VILLAGE, CA91361 Chief Investment Officer Signatures /s/ Kisha Parker, attorney-in-fact for Mr. Fartaj 03/18/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares withheld for taxes upon vesting of restricted stock units. ( 2 )The reported amount consists of 15,245 restricted stock units and 46,654 shares of Common Stock. The restricted stock units are to be settled in an equal number of shares of Common Stock upon vesting. ( 3 )This performance-based restricted stock unit (PSU) award was granted to the Reporting Person on March 6, 2017 and vested on March 17, 2020, as determined by the Compensation Committee of the Board of Directors. The payout of shares of Common Stock pursuant to the PSU award was determined based on PNMAC pre-tax return on equity (ROE) of 18.6% for the period of January 1, 2017 through December 31, 2019 as measured against the ROE target established at the time of grant. The payout percentage for the award based on ROE achievement was 94.3%. ( 4 )The reported amount consists of 15,245 restricted stock units and 68,944 shares of Common Stock. The restricted stock units are to be settled in an equal number of shares of Common Stock upon vesting. ( 5 )Represents shares withheld for taxes upon vesting of performance-based restricted stock units. ( 6 )The reported amount consists of 15,245 restricted stock units and 57,892 shares of Common Stock. The restricted stock units are to be settled in an equal number of shares of Common Stock upon vesting. ( 7 )This nonstatutory stock option to purchase 15,882 shares of 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. ( 8 )This nonstatutory stock option to purchase 28,216 shares of 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. ( 9 )This nonstatutory stock option to purchase 23,829 shares of 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. ( 10 )This nonstatutory stock option to purchase 27,771 shares of 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. ( 11 )This nonstatutory stock option to purchase 27,700 shares of 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. ( 12 )This nonstatutory stock option to purchase 21,174 shares of Common Stock of the Issuer will vest as to one-third of the optioned shares on each of March 9, 2019, 2020 and 2021, subject to the Reporting Person's committed service through each date. ( 13 )This nonstatutory stock option to purchase 22,496 shares of Common Stock of the Issuer will vest as to one-third of the optioned shares on each of March 15, 2020, 2021 and 2022, subject to the Reporting Person's continued service through each date. ( 14 )This nonstatutory stock option to purchase 23,765 shares of Common Stock of the Issuer will vest as to one-third of the optioned shares on each of February 26, 2021, 2022 and 2023, subject to the Reporting Person's continued service through each date.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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