SEC FORM 4 SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Perotti Daniel Stanley
(Last) (First) (Middle)
C/O PENNYMAC MORTGAGE INVESTMENT TRUST
3043 TOWNSGATE ROAD
(Street)
WESTLAKE VILLAGE CA 91361
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PennyMac Mortgage Investment Trust [ PMT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/24/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 Shares of Beneficial Interest 02/24/2025 A 15,946(1) A $0 70,920 D
Common Shares of Beneficial Interest 02/24/2025 M 5,160 A $0 76,080 D
Common Shares of Beneficial Interest 02/24/2025 M 5,634 A $0 81,714 D
Common Shares of Beneficial Interest 02/24/2025 M 5,112 A $0 86,826 D
Common Shares of Beneficial Interest 02/24/2025 F 1,847 D $14.04 84,979 D
Common Shares of Beneficial Interest 02/24/2025 F 2,016 D $14.07 82,963 D
Common Shares of Beneficial Interest 02/24/2025 F 1,830 D $14.07 81,133 D
Common Shares of Beneficial Interest 02/25/2025 F 1,372 D $14.11 79,761 D
Common Shares of Beneficial Interest 56,753 I The Perotti 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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 Share Units (2) 02/24/2025 A 5,160 (2) (2) Common Shares of Beneficial Interest 5,160 $0 5,160 D
Performance-Based Restricted Share Units (2) 02/24/2025 M 5,160 (2) (2) Common Shares of Beneficial Interest 5,160 $0 0 D
Performance-Based Restricted Share Units (3) 02/24/2025 A 5,634 (3) (3) Common Shares of Beneficial Interest 5,634 $0 5,634 D
Performance-Based Restricted Share Units (3) 02/24/2025 M 5,634 (3) (3) Common Shares of Beneficial Interest 5,634 $0 0 D
Performance-Based Restricted Share Units (4) 02/24/2025 A 5,112 (4) (4) Common Shares of Beneficial Interest 5,112 $0 5,112 D
Performance-Based Restricted Share Units (4) 02/24/2025 M 5,112 (4) (4) Common Shares of Beneficial Interest 5,112 $0 0 D
Explanation of Responses:
1. The Reporting Person was granted restricted stock units, which will vest in three equal installments beginning on the first anniversary of the grant date, are to be settled in an equal number of shares of common stock upon vesting.
2. This performance-based restricted share unit (PSU) award was granted on February 25, 2022 and may vest in three equal installments subject to the satisfaction of certain performance based criteria for each of the fiscal years ending 2022, 2023 and 2024. The PSU vested as to one-third on February 24, 2025 and the payout of common shares of beneficial interest pursuant to the PSU award for the 2024 fiscal year was determined based on a return on equity and relative total stockholder return for the period of January 1, 2024 through December 31, 2024 resulting in a payout of 110.2%.
3. This performance-based restricted share unit (PSU) award was granted on February 28, 2023 and may vest in three equal installments subject to the satisfaction of certain performance based criteria for each of the fiscal years ending 2023, 2024 and 2025. The PSU vested as to one-third on February 24, 2025 and the payout of common shares of beneficial interest pursuant to the PSU award for the 2024 fiscal year was determined based on a return on equity and relative total stockholder return for the period of January 1, 2024 through December 31, 2024 resulting in a payout of 80.1%.
4. This performance-based restricted share unit (PSU) award was granted on March 12, 2024 and may vest in three equal installments subject to the satisfaction of certain performance based criteria for each of the fiscal years ending 2024, 2025 and 2026. The PSU vested as to one-third on February 24, 2025 and the payout of common shares of beneficial interest pursuant to the PSU award for the 2024 fiscal year was determined based on a return on equity and relative total stockholder return for the period of January 1, 2024 through December 31, 2024 resulting in a payout of 80.1%.
/s/ Derek W. Stark, attorney-in-fact for Mr. Perotti 02/26/2025
** Signature of Reporting Person Date
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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