Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Hendry Gregory L
 2. Date of Event Requiring Statement (Month/Day/Year)
02/26/2014		 3. Issuer Name and Ticker or Trading Symbol
PENNYMAC FINANCIAL SERVICES, INC. [PFSI]
(Last)
(First)
(Middle)
C/O PENNYMAC FINANCIAL SERVICES, INC., 6101 CONDOR DRIVE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, Chief Accounting Officer
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

MOORPARK, CA 93021		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A Common Stock 2,240 (1)
D
 
Class B Common Stock 1
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Cl A Units of Private Nat'l Mortgage Acceptance Company, LLC   (2)   (2) Class A Common Stock 27,394 $ (2) D  
Nonstatutory Stock Option (Right to Buy) 06/13/2014 06/12/2023 Class A Common Stock 2,018 (3) $ 21.03 D  
Nonstatutory Stock Option (Right to Buy) 02/26/2015 02/25/2024 Class A Common Stock 3,077 (4) $ 17.26 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hendry Gregory L
C/O PENNYMAC FINANCIAL SERVICES, INC.
6101 CONDOR DRIVE
MOORPARK, CA 93021		       EVP, Chief Accounting Officer  

Signatures

/s/ Derek W. Stark, attorney-in-fact for Mr. Hendry 03/06/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) The reported amount consists of 1,009 restricted stock units (RSUs), which were granted to the Reporting Person on June 13, 2013, and 1,231 RSUs, which were granted to the Reporting Person on February 26, 2014. The RSUs will vest as to one-third on each of the first, second and third anniversaries of the grant date, subject to the Reporting Person's continued service through each date.
(2) Pursuant to the terms of an exchange agreement, Class A Units of Private National Mortgage Acceptance Company, LLC are exchangeable for shares of Class A Common Stock of the Issuer on a one-for-one basis, subject to customary conversion rate adjustments.
(3) This nonstatutory stock option to purchase 2,018 shares of Class A 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.
(4) This nonstatutory stock option to purchase 3,077 shares of Class A 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.

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