Filing Details
- Accession Number:
- 0001193125-20-165806
- Form Type:
- 13D Filing
- Publication Date:
- 2020-06-10 17:23:04
- Filed By:
- Blackrock Inc.
- Company:
- Pennymac Financial Services Inc.
- Filing Date:
- 2020-06-10
- SEC Url:
- 13D 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 |
|---|---|---|---|---|---|---|
| BLACKROCK, INC | 461,965 | 0 | 466,274 | 0 | 466,274 | 0.6% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
PENNYMAC FINANCIAL SERVICES, INC.
(formerly known as New PennyMac Financial Services, Inc.)
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
70932M107
(CUSIP Number)
Daniel R. Waltcher
Managing Director
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
(212) 810-5300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 8, 2020
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☐
| * | The remainder of this cover page shall be filled out for a reporting persons 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).
CUSIP No. 70932M107
| 1 | NAMES OF REPORTING PERSONS
BLACKROCK, INC. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
AF | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☒ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
461,965 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
466,274 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
466,274 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
HC | |||||
EXPLANATORY NOTE:
This Amendment No. 4 (this Amendment No. 4) amends and supplements the Schedule 13D (as amended, the Schedule 13D) filed with the Securities and Exchange Commission (the SEC) on February 28, 2014 (the Original Schedule 13D), as amended by Amendment No. 1 filed on August 6, 2018 (Amendment No. 1), as amended by Amendment No. 2 filed on November 6, 2018 (Amendment No. 2), as amended by Amendment No. 3 filed on February 13, 2020 (Amendment No. 3), by and on behalf of BlackRock, Inc. (the Reporting Person), relating to the common stock, par value $0.0001 per share (the Common Stock), of PennyMac Financial Services, Inc., a Delaware corporation (the Issuer).
Information in the Schedule 13D remains in effect except to the extent that it is amended or superseded by subsequently filed information, including information in this Amendment No. 4.
Item 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended and supplemented as follows:
The information set forth in Schedule A is annexed hereto and incorporated herein by reference.
Item 5. Interest in Securities of the Issuer
Items 5(a) and (b) of the Schedule 13D are hereby amended and restated as follows:
The Reporting Person may be deemed to beneficially own 466,274 shares of Common Stock. These shares are held by the Reporting Person in its role as an investment adviser for certain client accounts (the Client Securities).
The Client Securities represent, in the aggregate, 0.6% of the total number of outstanding shares of Common Stock. The ownership percentage set forth above is based on 79,232,448 shares of the Common Stock outstanding as of May 6, 2020, as reported in the Quarterly Report on Form 10-Q filed by the Issuer on May 7, 2020.
The Reporting Person has the sole power to vote and dispose of the shares of Common Stock that it beneficially owns other than 4,309 shares held for clients who have retained sole voting power over such shares.
Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows:
On June 10, 2020, the Foundation agreed to sell 6,975,323 shares of Common Stock to the Issuer at a price of $34.00 per share. Such sale is expected to close on or about June 12, 2020 and is not subject to any material conditions.
Except as described above and as set forth on Schedule B attached hereto, there have been no trades in Common Stock effected by the Reporting Person during the past 60 days.
Item 5(e) of the Schedule 13D is hereby amended and restated as follows:
As of June 10, 2020, the Reporting Person ceased to be the beneficial owner of more than five percent of the outstanding shares of Common Stock.
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.
Dated: June 10, 2020
| BLACKROCK, INC. | ||
| By: | /s/ Daniel R. Waltcher | |
| Name: Daniel R. Waltcher | ||
| Title: Attorney-In-Fact | ||
Schedule A
The following is a list of the executive officers and directors of the Reporting Person, setting forth the present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted and citizenship for each such person.
Executive Officers
| Name | Principal Occupation or Employment | Business Address | Citizenship | |||
| Laurence D. Fink | Chairman and Chief Executive Officer | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | U.S. | |||
| Robert S. Kapito | President | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | U.S. | |||
| Gary S. Shedlin | Senior Managing Director and Chief Financial Officer | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | U.S. | |||
| Robert L. Goldstein | Senior Managing Director, Chief Operating Officer & Global Head of BlackRock Solutions | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | U.S. | |||
| Rachel Lord | Senior Managing Director and Head of Europe, Middle East and Africa | BlackRock, Inc. Drapers Gardens 12 Throgmorton Avenue London EC2N 2DL United Kingdom | United Kingdom | |||
| J. Richard Kushel | Senior Managing Director and Head of Multi-Asset Strategies and Global Fixed Income | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | U.S. | |||
| Mark S. McCombe | Senior Managing Director and Chief Client Officer | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | U.S. | |||
| Christopher J. Meade | Senior Managing Director, Chief Legal Officer and General Counsel | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | U.S. | |||
| Geraldine Buckingham | Senior Managing Director and Chair of BlackRock Asia Pacific | BlackRock, Inc. 16/F Champion Tower 3 Garden Road Central, Hong Kong | Australia | |||
| Mark Wiedman | Senior Managing Director, Head of International and Corporate Strategy | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | U.S. | |||
| Manish Mehta | Senior Managing Director, Global Head of Human Resources | BlackRock, Inc. 400 Howard Street San Francisco, CA 94105 | U.S. | |||
Directors
| Name | Principal Occupation or Employment | Business Address | Citizenship | |||
| Laurence D. Fink | Chairman and Chief Executive Officer | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | U.S. | |||
| Robert S. Kapito | President | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | U.S. | |||
| Bader M. Alsaad | Kuwait Investment Authority Former Managing Director | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | Kuwait | |||
| Mathis Cabiallavetta | UBS Former Chairman | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | Switzerland | |||
| Pamela Daley | General Electric Company Former Senior Vice President of Corporate Business Development | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | U.S. | |||
| Jessica Einhorn | Paul H. Nitze School of Advanced International Studies at Johns Hopkins University Former Dean | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | U.S. | |||
| William E. Ford | General Atlantic Chief Executive Officer | General Atlantic Park Avenue Plaza 55 East 52nd Street, 33rd Fl New York, NY 10055 | U.S. | |||
| Fabrizio Freda | The Estée Lauder Companies Inc. President and Chief Executive Officer | Estée Lauder Companies 767 Fifth Avenue, 40th Fl New York, NY 10153 | Italy & U.S. | |||
| Murry S. Gerber | EQT Corporation Former Executive Chairman, Chairman, President and CEO | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | U.S. | |||
| Margaret L. Johnson | Microsoft Corporation Executive Vice President of Business Development | Microsoft Corporation One Microsoft Way Redmond, WA 98052 | U.S. | |||
| Cheryl D. Mills | BlackIvy Group LLC Chief Executive Officer | BlackIvy Group LLC 2300 N Street NW Suite 630 Washington DC 20037 | U.S. | |||
| Gordon M. Nixon | Royal Bank of Canada Former President, CEO and Board Member | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | Canada | |||
| Charles H. Robbins | Cisco Systems, Inc. Chief Executive Officer and Board Member | Cisco Systems, Inc. 170 West Tasman Drive San Jose, CA 95134 | U.S. | |||
| Marco Antonio Slim Domit | Grupo Financiero Inbursa, S.A.B. de C.V. Chairman | Grupo Financiero Inbursa Av. Paseo de las Palmas, #736 Floor 1 Colonia Lomas de Chapultepec C.P. 11000, México D.F. | Mexico | |||
| Susan L. Wagner | BlackRock Former Vice Chairman | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | U.S. | |||
| Mark Wilson | Aviva plc Former CEO | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | New Zealand | |||
Schedule B
The below reflects sales made by The Foundation during the past 60 days in the open market.
| Seller | Trade Date | Amount Sold | Price Per Share | ||||||||||||
| The Foundation | 05/08/2020 | 9,100 | $ | 30.23 | |||||||||||
| The Foundation | 05/20/2020 | 10,900 | $ | 31.79 | |||||||||||
| The Foundation | 05/20/2020 | 20,000 | $ | 31.79 | |||||||||||
| The Foundation | 05/20/2020 | 20,000 | $ | 31.79 | |||||||||||
| The Foundation | 05/21/2020 | 11,112 | $ | 32.11 | |||||||||||
| The Foundation | 05/21/2020 | 21,318 | $ | 32.24 | |||||||||||
| The Foundation | 05/21/2020 | 11,896 | $ | 32.11 | |||||||||||
| The Foundation | 05/22/2020 | 7,570 | $ | 31.92 | |||||||||||
| The Foundation | 05/22/2020 | 8,104 | $ | 31.92 | |||||||||||
| The Foundation | 05/22/2020 | 30,000 | $ | 31.92 | |||||||||||
| The Foundation | 05/26/2020 | 50,000 | $ | 33.01 | |||||||||||
| The Foundation | 05/26/2020 | 20,130 | $ | 33.31 | |||||||||||
| The Foundation | 05/27/2020 | 50,000 | $ | 33.66 | |||||||||||
| The Foundation | 05/27/2020 | 29,870 | $ | 33.66 | |||||||||||
| The Foundation | 05/28/2020 | 53,300 | $ | 33.87 | |||||||||||
| The Foundation | 05/29/2020 | 46,700 | $ | 32.66 | |||||||||||
| The Foundation | 06/01/2020 | 50,000 | $ | 34.65 | |||||||||||
| The Foundation | 06/01/2020 | 50,000 | $ | 34.28 | |||||||||||
| The Foundation | 06/02/2020 | 1,406 | $ | 35.02 | |||||||||||
| The Foundation | 06/02/2020 | 43,650 | $ | 35.33 | |||||||||||
| The Foundation | 06/02/2020 | 1,460 | $ | 35.05 | |||||||||||
| The Foundation | 06/02/2020 | 11,495 | $ | 35.05 | |||||||||||
| The Foundation | 06/02/2020 | 11,072 | $ | 35.02 | |||||||||||
| The Foundation | 06/03/2020 | 19,890 | $ | 35.84 | |||||||||||
| The Foundation | 06/03/2020 | 520 | $ | 35.77 | |||||||||||
| The Foundation | 06/03/2020 | 4,097 | $ | 35.77 | |||||||||||
| The Foundation | 06/04/2020 | 56,410 | $ | 35.06 | |||||||||||
| The Foundation | 06/04/2020 | 45,637 | $ | 35.54 | |||||||||||
| The Foundation | 06/05/2020 | 5,114 | $ | 37.04 | |||||||||||
| The Foundation | 06/05/2020 | 11,900 | $ | 36.52 | |||||||||||
| The Foundation | 06/05/2020 | 308 | $ | 36.20 | |||||||||||
| The Foundation | 06/05/2020 | 592 | $ | 36.20 | |||||||||||
| The Foundation | 06/05/2020 | 4,363 | $ | 37.49 | |||||||||||
| The Foundation | 06/08/2020 | 6,339 | $ | 36.36 | |||||||||||
| The Foundation | 06/08/2020 | 50,000 | $ | 36.52 | |||||||||||
| The Foundation | 06/08/2020 | 6,339 | $ | 36.10 | |||||||||||
| The Foundation | 06/08/2020 | 12,204 | $ | 36.10 | |||||||||||
| The Foundation | 06/08/2020 | 12,204 | $ | 36.36 | |||||||||||