BlackRock (BLK) SC 13D/APennyMac Financial Services, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

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)

February 11, 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) or240.13d-1(g), check the following box:  ☐

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

EXPLANATORY NOTE:

This Amendment No. 3 (this “Amendment”) 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”), 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Information in the Schedule 13D remains in effect except to the extent that it is amended or superseded by subsequently filed information, including information in this Amendment No. 3.

This Schedule 13D relates to the Common Stock of the Issuer. The principal executive offices of the Issuer are located at 3043 Townsgate Road, Westlake Village, California, 91361.

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 4 of the Schedule 13D is hereby amended and supplemented as follows:

On February 11, 2020, the Reporting Person donated: (a) 7,780,324 shares of Common Stock to the Fidelity Charitable Gift Fund, and 7,780,323 shares of Common Stock to KLB Corp. (d/b/a The BlackRock Foundation) (the “Foundation”). The Reporting Person may be deemed to have voting and dispositive power over the shares held by the Foundation, and therefore, may be deemed to beneficially own such shares.

As of the date hereof, no employee of the Reporting Person serves on the Issuer’s board of directors (the “Board”). On February 12, 2020, BlackRock Mortgage Ventures, LLC, an indirect wholly owned subsidiary of the Reporting Person (“BLK MV”), and the Issuer entered into a Second Amended and Restated Stockholder Agreement (the “Amended Stockholder Agreement”). The Amended Stockholder Agreement amends and restates the Stockholder Agreement (as defined and described in the Original Schedule 13D) and provides, among other things, that BLK MV no longer has the right to nominate directors to the Board.

On February 12, 2020, the Foundation entered into aLock-up Letter Agreement (the “Lock-up Agreement”) with Barclays Capital Inc. (“Barclays”), pursuant to which, subject to certain exceptions, the Foundation agreed not to, directly or indirectly, offer, sell, pledge, or otherwise dispose of any shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock, for 60 days after February 12, 2020, without the prior written consent of Barclays.

The above descriptions are qualified in their entirety by reference to the Amended Stockholder Agreement andLock-up Agreement, which are, respectively, incorporated herein by reference to Exhibits 10.3 and 10.4 hereto, respectively.

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 8,246,597 shares of Common Stock. Of these, 466,274 shares are held by the Reporting Person in its role as an investment adviser for certain client accounts (the “Client Securities”) and 7,780,323 shares may be deemed to be held indirectly through the Foundation (the “Foundation Securities”).

The Foundation Securities and the Client Securities represent, in the aggregate, 10.5% of the total number of outstanding shares of Common Stock. The ownership percentage set forth above is based on 78,532,937 shares of the Common Stock outstanding as of February 6, 2020, based on information provided by the Issuer.

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.

Items 5(c) of the Schedule 13D is hereby amended as follows:

On February 11, 2020, the Reporting Person donated the 15,560,647 shares of Common Stock described in Item 4 above.

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

On February 12, 2020, BLK MV entered into the Amended Stockholder Agreement and the Foundation entered into theLock-up Agreement. See Item 4.

Except as set forth in this Schedule 13D, there are no contracts, arrangements, understandings or relationships between the Reporting Person and any other person with respect to any securities of the Issuer or among the investment advisory subsidiaries of the Reporting Person, including but not limited to transfer or voting of any securities of the Issuer, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies (other than the transfer of voting rights with respect to shares of Common Stock that are loaned out in the ordinary course of the Reporting Person’s and its subsidiaries’ securities lending programs).

Item 7 of the Schedule 13D is hereby amended by adding the following:

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: February 13, 2020

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

Directors