Filing Details
- Accession Number:
- 0001558370-19-000683
- Form Type:
- 13G Filing
- Publication Date:
- 2019-02-14 16:05:26
- Filed By:
- Kurland Stanford L
- Company:
- Pennymac Financial Services Inc.
- Filing Date:
- 2019-02-14
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Stanford L. Kurland | 932,065 | 8,314,990 | 932,065 | 8,314,990 | 9,247,055 | 11.9% |
| Kurland Family Investments | 0 | 8,314,990 | 0 | 8,314,990 | 8,314,990 | 10.7% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
| PennyMac Financial Services, Inc. |
(Name of Issuer)
| Common Stock, par value $0.0001 |
(Title of Class of Securities)
|
| 70932M107 |
|
|
| (CUSIP Number) |
|
| December 31, 2018 |
| (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 the disclosures provided in a prior cover page.
The information required in 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).
| CUSIP NO. 70932B 101 | Schedule 13G | Page 2 of 7 Pages |
|
1 | Names of Reporting Persons: I.R.S. Identification Nos. of above person (entities only) Stanford L. Kurland | |||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
| (a) [ ] | ||
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| (b) [ ] | ||
| 3 | SEC Use Only | |||
| 4 | Citizenship or Place of Organization United States | |||
| Number | 5 | Sole Voting Power 932,065 (1) | ||
| 6 | Shared Voting Power 8,314,990 | |||
| 7 | Sole Dispositive Power 932,065 (1) | |||
| 8 | Shared Dispositive Power 8,314,990 | |||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 9,247,055 | |||
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares | |||
| 11 | Percent of Class Represented by Amount in Row (9) 11.9% (2) | |||
| 12 | Type of Reporting Person (See Instructions) IN | |||
(1) Consists of 300,224 shares of Common Stock of the Issuer and 631,841 nonstatutory stock options that are or may become exercisable within 60 days of December 31, 2018.
(2) The percentage calculation is based upon 77,494,332 shares of Common Stock of the Issuer outstanding as of December 31, 2018.
| CUSIP NO. 70932M107 | Schedule 13G | Page 3 of 7 Pages |
|
1 | Names of Reporting Persons: I.R.S. Identification Nos. of above person (entities only) Kurland Family Investments, LLC | |||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
| (a) [ ] | ||
|
|
| (b) [ ] | ||
| 3 | SEC Use Only | |||
| 4 | Citizenship or Place of Organization California | |||
| Number | 5 | Sole Voting Power 0 | ||
| 6 | Shared Voting Power 8,314,990 | |||
| 7 | Sole Dispositive Power 0 | |||
| 8 | Shared Dispositive Power 8,314,990 | |||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 8,314,990 | |||
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares | |||
| 11 | Percent of Class Represented by Amount in Row (9) 10.7% (1) | |||
| 12 | Type of Reporting Person (See Instructions) OO | |||
(1) The percentage calculation is based upon 77,494,332 shares of Common Stock of the Issuer outstanding as of December 31, 2018.
| CUSIP NO. 70932M107 | Schedule 13G | Page 4 of 7 Pages |
Explanatory Note
On November 1, 2018, the transactions contemplated by a Contribution Agreement and Plan of Merger, dated August 2, 2018, were completed (the “Closing”) that established the Issuer as a new holding company above PNMAC Holdings, Inc. which was the predecessor and the former publicly-held and public-reporting company (the “Predecessor”). After the Closing, the Issuer began conducting all of the business and operations conducted by the Predecessor prior to the Closing.
In connection with the Closing, each share of Class A common stock of the Predecessor was converted on a one-for-one basis into common stock of the Issuer, each share of Class B common stock of the Predecessor, which held no economic rights, was cancelled for no consideration, and all Class A units of Private National Mortgage Acceptance Company, LLC were contributed to the Issuer and exchanged on a one-for-one basis for shares of common stock of the Issuer. Accordingly, all such shares of Class A common stock and Class A units held by the Reporting Persons prior to the Closing were converted into shares of common stock of the Issuer after the Closing.
Item 1.
|
|
|
| (a) | Name of Issuer |
|
| PennyMac Financial Services, Inc. |
|
|
|
| (b) | Address of Issuer's Principal Executive Offices |
|
| 3043 Townsgate Road, Westlake Village, CA 91361 |
Item 2.
|
|
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| (a) | Name of Person Filing: |
|
| This Schedule 13G is filed jointly by Kurland Family Investments, LLC (the “Family LLC”) and Stanford L. Kurland (“Mr. Kurland” and, together with the Family LLC, the “Reporting Persons”) pursuant to a Joint Reporting Agreement, a copy of which is attached as Exhibit 99.1 hereto. Mr. Kurland is the sole manager of the Family LLC and, in that capacity, may be deemed to be the beneficial owner of the 8,314,990 shares of Common Stock of the Issuer held by the Family LLC. Mr. Kurland disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
|
|
|
| (b) | Address of Principal Business Office or, if none, Residence |
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| 10550 W. Charleston Boulevard 110, Las Vegas, NV 89117
|
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|
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| (c) | Citizenship |
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| The Family LLC is a limited liability company organized under the laws of California and Mr. Kurland is a citizen of the United States. |
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| (d) | Title of Class of Securities: |
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| Common Stock, par value $0.0001 per share |
|
|
|
| (e) | CUSIP Number |
|
| 70932M107 |
| CUSIP NO. 70932M107 | Schedule 13G | Page 5 of 7 Pages |
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Not Applicable
Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
|
|
| I. | Mr. Kurland |
|
|
|
| (a) | Amount Beneficially Owned: |
|
| 9,247,055 |
|
|
|
| (b) | Percent of Class: |
|
| 11.9% (1) |
|
|
|
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| (c) | Number of shares as to which such person has: | |
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| (i) | Sole power to vote or to direct the vote. |
|
|
| 932,065 (2) |
|
|
|
|
|
| (ii) | Shared power to vote or to direct the vote. |
|
|
| 8,314,990 (3) |
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|
|
|
|
| (iii) | Sole power to dispose or to direct the disposition of. |
|
|
| 932,065 (2) |
|
|
|
|
|
| (iv) | Shared power to dispose or to direct the disposition of. |
|
|
| 8,314,990 (3) |
|
|
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| II. | The Family LLC | |
|
|
| |
| (a) | Amount Beneficially Owned: | |
|
| 8,314,990 | |
|
|
| |
| (b) | Percent of Class: | |
|
| 10.7% (1) | |
|
|
| |
| (c) | Number of shares as to which such person has: | |
|
| (i) | Sole power to vote or to direct the vote. |
|
|
| 0 |
|
|
|
|
|
| (ii) | Shared power to vote or to direct the vote. |
|
|
| 8,314,990 |
|
|
|
|
|
| (iii) | Sole power to dispose or to direct the disposition of. |
|
|
| 0 |
|
|
|
|
|
| (iv) | Shared power to dispose or to direct the disposition of. |
|
|
| 8,314,990 |
(1) The percentage calculation is based upon 77,494,332 shares of common stock of the Issuer outstanding as of December 31, 2018.
(2) Consists of 300,224 shares of common stock of the Issuer and 631,841 nonstatutory stock options that are or may become exercisable within 60 days of December 31, 2018.
| CUSIP NO. 70932M107 | Schedule 13G | Page 6 of 7 Pages |
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
Not Applicable.
|
|
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| Exhibits | Exhibit |
| 99.1 |
| CUSIP NO. 70932M107 | Schedule 13G | Page 7 of 7 Pages |
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.
Dated: February 14, 2019
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| /s/ Stanford L. Kurland | |
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| Stanford L. Kurland | |
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| KURLAND FAMILY INVESTMENTS, LLC | |
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| By: | /s/ Stanford L. Kurland |
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| Stanford L. Kurland, Manager |
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