UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-A

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

 

PennyMac Mortgage Investment Trust

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   27-0186273
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)

3043 Townsgate Road

Westlake Village, California

  91361
(Address of principal executive offices)   (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class
to be so registered

  

Name of each exchange on which

each class is to be registered

6.75% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value per share    New York Stock Exchange

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), please check the following box.  ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), please check the following box.  ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box.  ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates (if applicable): File No. 333-257114

Securities to be registered pursuant to Section 12(g) of the Act: None

 

 

 

Item 1.

Description of Registrant’s Securities to be Registered.

The description of the 6.75% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value per share, of PennyMac Mortgage Investment Trust (the “Registrant”) is set forth under the heading “Description of the Series C Preferred Shares” included in the Registrant’s Prospectus Supplement, dated August 17, 2021, as filed with the Securities and Exchange Commission (the “Commission”) on August 18, 2021, pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and under the heading “Description of Shares of Beneficial Interest” in the accompanying prospectus that constitutes a part of the Registrant’s Registration Statement on Form S-3 (File No. 333-257114), which became automatically effective upon filing with the Commission on June 15, 2021, which information is incorporated herein by reference.

 

Item 2.

Exhibits.

 

Exhibit No.   

Description

3.1    Declaration of Trust of PennyMac Mortgage Investment Trust, as amended and restated (incorporated by reference to Exhibit 3.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009)
3.2    Articles Supplementary to the Declaration of Trust of PennyMac Mortgage Trust, classifying and designating the 8.125% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Shares of Beneficial Interest (incorporated by reference to Exhibit 3.2 of the Registrant’s Registration Statement on Form 8-A filed on March 7, 2017)
3.3    Articles Supplementary to the Declaration of Trust of PennyMac Mortgage Trust, classifying and designating the 8.00% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Shares of Beneficial Interest (incorporated by reference to Exhibit 3.3 of the Registrant’s Registration Statement on Form 8-A filed on June 30, 2017)
3.4    Articles Supplementary to the Declaration of Trust of PennyMac Mortgage Trust, classifying and designating the 6.75% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest
3.5    Second Amended and Restated Bylaws of PennyMac Mortgage Investment Trust (incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K filed on March 16, 2018)
4.1    Specimen Certificate for the 6.75% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest of PennyMac Mortgage Investment Trust
4.2    Specimen Common Share Certificate of PennyMac Mortgage Investment Trust (incorporated by reference to Exhibit 4.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009)

 

2

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned thereto duly authorized.

 

  PENNYMAC MORTGAGE INVESTMENT TRUST
Date: August 20, 2021     By:  

/s/ Daniel S. Perotti

      Daniel S. Perotti
     

Senior Managing Director and

Chief Financial Officer

 

3

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