sc13d.htm
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
SCHEDULE 13D
(Rule 13d-101)
 
Information to be included in Statements Filed Pursuant
to § 240.13d-1(a) and Amendments thereto filed
pursuant to § 240.13d-2(a)
 
Under the Securities Exchange Act of 1934
 
PennyMac Financial Services, Inc.
(Name of Issuer)
 
 
Class A Common Stock,
par value $0.0001 per share
(Title of Class of Securities)
 
70932B101
(CUSIP Number)
 
Matthew J. Fitzgerald
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 28, 2013
(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 that 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 [  ].
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
 
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 (the “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).

 
 
 

SCHEDULE 13D
 
CUSIP No.    70932B101
  
Page    2    of    18    Pages
     
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
BLACKROCK, INC. (TIN: 23-0174431)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
OO
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
7
SOLE VOTING POWER
16,057,170
 
BENEFICIALLY
 
OWNED BY
8
SHARED VOTING POWER
0
 
EACH
 
REPORTING
9
SOLE DISPOSITIVE POWER
16,073,278
 
PERSON
 
WITH
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,073,278
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)
46.7%
14
TYPE OF REPORTING PERSON
 
HC

 
2
 
 
Item 1.
Security and Issuer
 
This Schedule 13D (the “Schedule”) relates to the Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”) of PennyMac Financial Services, Inc., a Delaware corporation (the “Issuer”).
 
Item 2.
Identity and Background
 
This Schedule 13D is being filed by BlackRock, Inc. (the “Reporting Person”). The Reporting Person is a Delaware corporation that, through its subsidiaries, provides diversified investment management directly and indirectly through various investment products to institutions, intermediaries and individual investors. Investment management services primarily consist of the management of equity, fixed income, multi-asset class, alternative investment and cash management products. The Reporting Person, through its subsidiaries, offers its investment products in a variety of accounts, including open-end and closed-end mutual funds, iShares® exchange-traded funds, collective investment trusts and separate accounts.  In addition, the Reporting Person, through its subsidiaries, provides market risk management, financial markets advisory and enterprise investment system services to a broad base of clients. Financial markets advisory services include valuation services relating to illiquid securities, dispositions and workout assignments (including long-term portfolio liquidation assignments), risk management and strategic planning and execution. The principal office and business address of the Reporting Person is 55 East 52nd Street, New York, NY 10055.
 
For information required by Instruction C to Schedule 13D with respect to the officers and directors of the Reporting Person (collectively, the "Covered Persons"), reference is made to Schedule A annexed hereto and incorporated herein by reference.
 
During the last five years, none of the Reporting Person, its subsidiaries or, to the knowledge of the Reporting Person, any of the Covered Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
During the last five years, none of the Reporting Person, its subsidiaries or, to the knowledge of the Reporting Person, any of the Covered Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding and violation with respect to such laws.
 
Neither the present filing nor anything contained herein shall be construed as an admission that the Reporting Person constitutes a "person" for any purposes other than Section 13(d) of the Securities Exchange Act of 1934 (the “Act”).
 
Item 3.
Source and Amount of Funds or Other Consideration
 
The Reporting Person, in its role as an investment adviser for certain client accounts, acquired beneficial ownership of 512,631 shares of Class A Common Stock (the “Client Securities”) after the Issuer’s registration of the Class A Common Stock pursuant to

 
3
 

Section 12 of the Act.  Such acquisitions were made with available funds of the applicable client accounts and were acquired for investment purposes by funds and accounts for which certain of the Reporting Person’s advisory subsidiaries act as investment advisers.  The general investment policy associated with these applicable client accounts is to replicate the economic performance of a third party index.  The aggregate purchase price for the Client Securities was $10,311,036.06.

In a reclassification of the outstanding limited liability company interests of Private National Mortgage Acceptance Company, LLC (the “LLC”) consummated in connection with the initial public offering of the Issuer, but in advance of the Issuer’s registration of the Class A Common Stock pursuant to Section 12 of the Act, BlackRock Mortgage Ventures, LLC, an indirect wholly owned subsidiary of the Reporting Person (“BLK MV”), received 21,670,647 Class A Units of the LLC (“Class A Units”) in exchange for equity interests in the LLC that had then been held by BLK MV prior to the initial public offering of the Issuer.  The Issuer is the managing member of the LLC.

Pursuant to an exchange agreement between the Issuer, the LLC and BLK MV entered into on May 8, 2013 (the “Exchange Agreement”), BLK MV may exchange its Class A Units for shares of Class A Common Stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends, reclassifications and certain other transactions.  The foregoing summary of the Exchange Agreement is qualified in its entirety by reference to the Exchange Agreement, which is Exhibit 99.1 hereto and is incorporated herein by reference.

On December 13, 2013, BLK MV exchanged 1,800,000 of its then-owned Class A Units for 1,800,000 shares of Class A Common Stock pursuant to the Exchange Agreement, which did not alter the Reporting Person’s beneficial ownership of the Class A Common Stock.
 
Other than the Client Securities, the Reporting Person indirectly holds 1,800,000 shares of Class A Common Stock  and 13,760,647 Class A Units (collectively, the “Reporting Person Securities”).
 
Item 4.
Purpose of Transaction
 
All of the Reporting Person Securities were acquired for investment purposes.  The Reporting Person intends to review on a continuing basis its investment of the Reporting Person Securities in the Issuer. Based on such review, the Reporting Person may acquire or dispose of Class A Common Stock or other securities of the Issuer at any time or formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light (i) the price and availability of the Issuer's securities; (ii) subsequent developments concerning the Issuer's business and prospects and the industry in which the Issuer operates; (iii) the Reporting Person’s general investment policies; (iv) other investment and business opportunities available to the Reporting Person; (v) general market and economic conditions; (vi) tax considerations and (vii) such other factors as the Reporting Person may consider relevant.
 
 
4
 

All of the Client Securities were acquired for investment purposes by funds and accounts for which certain of the Reporting Person’s subsidiaries act as investment advisers. The general investment policy associated with these applicable funds and accounts is to replicate the economic performance of a third party index.
 
With respect to the Client Securities, the Reporting Person expects each of its advisory subsidiaries to evaluate on a continuing basis its client accounts’ investment in the Issuer and that each such subsidiary may from time to time acquire or dispose of shares of Class A Common Stock or other securities of the Issuer on behalf of such client accounts. Any acquisitions or dispositions will depend upon (i) the price and availability of the Issuer's securities; (ii) subsequent developments concerning the Issuer's business and prospects and the industry in which the Issuer operates; (iii) the Reporting Person's advisory subsidiaries’ general investment policies with respect to the applicable accounts managed by the Reporting Person's advisory subsidiaries; (iv) other investment and business opportunities available to the Reporting Person's advisory subsidiaries on behalf of their clients; (v) general market and economic conditions; (vi) tax considerations and (vii) such other factors as the Reporting Person's advisory subsidiaries may consider relevant. Any such acquisitions or dispositions may be made, subject to applicable law, in open market transactions or privately negotiated transactions.
 
Except as set forth in this Schedule, the Reporting Person has no present plans or proposals that relate to or would result in any of the actions described in Item 4(a) through (j) of Schedule 13D under Rule 13d-1(d).
 
Item 5.
Interest in Securities of the Issuer
 
(a) and (b)
 
The information set forth on the cover page to this filing is incorporated herein by reference.
 
The Reporting Person Securities and the Client Securities represent, in the aggregate, 46.7% of the total number of the outstanding shares of Class A Common Stock, as calculated pursuant to Rule 13d-3(d).
 
The Reporting Person has the power to vote and dispose of the shares of Class A Common Stock that it beneficially owns other than 16,108 shares held for clients who have retained sole voting power over such shares.
 
(c)
 
The information set forth in Item 4 is hereby incorporated herein by reference.
 
On June 28, 2013, BLK MV donated 6,110,000 of its then-owned Class A Units as a charitable gift to a donor advised fund, which interests accordingly are not reported as beneficially owned by the Reporting Person on this Schedule 13D.
 
 
5
 

In addition to those transactions described above in this Item 5(c), Schedule B sets forth transactions in the Shares which were effected during the sixty day periods ending on each of June 28, 2013 and February 28, 2014, the nearest practicable date prior to the filing of this Schedule, all of which were effected in the ordinary course of business and not with the purpose or effect of changing or influencing the control of the Issuer. The transactions in the Class A Common Stock described on Schedule B were effected on the NYSE unless otherwise indicated.
 
Except for investment advisory clients of the Reporting Person's subsidiaries who may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Client Securities, no other person is known by the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Class A Common Stock beneficially owned by the Reporting Person.
 
The ownership percentages set forth above are based on 18,887,777 shares of the Class A Common Stock outstanding as of November 12, 2013, as set forth in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 14, 2013, plus the 13,760,647 Class A Units held by BLK MV and the 1,800,000 shares of the Class A Common Stock issued to BLK MV on December 13, 2013 in exchange for 1,800,000 Class A Units pursuant to the Exchange Agreement.
 
Item 6.
Contacts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer
 
The information set forth in Item 4 is hereby incorporated herein by reference.
 
The Reporting Person indirectly holds one share of Class B common stock, par value $0.0001 per share (the “Class B Common Stock”) of the Issuer.  Each holder of Class B Common Stock is entitled to a number of votes at the Issuer’s stockholder meetings that is equal to the aggregate number of Class A Units held by such holder.
 
Two members of the Issuer’s board of directors have been nominated to such positions by BLK MV pursuant to its rights under the Stockholder Agreement (as defined below).
 
The following descriptions are qualified in their entirety by reference to the Exchange Agreement, the Registration Rights Agreement, the Tax Receivable Agreement, the Stockholder Agreement and the LLC Agreement (each as defined below), which are, respectively, incorporated herein by reference to Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5 hereto, respectively.
 
 
6
 

EXCHANGE AGREEMENT
 
The information set forth under Item 3 is hereby incorporated by reference.
 
REGISTRATION RIGHTS AGREEMENT
 
BLK MV is party to a Registration Rights Agreement dated May 8, 2013 (the “Registration Rights Agreement”), pursuant to which the Issuer has agreed to register for resale under the Securities Act of 1933 shares of Class A Common Stock received in exchange for Class A Units held by BLK MV and the other parties to the agreement.  In addition, BLK MV has the right, subject to the terms of the Registration Rights Agreement, to demand that the Issuer registers the sale of shares of Class A Common Stock held by it.  BLK MV may also require the Issuer to make available shelf registration statements permitting sales of shares of Class A Common Stock into the market from time to time over an extended period.  In addition, BLK MV has the ability under the Registration Rights Agreement to exercise certain piggyback registration rights in respect of shares of Class A Common Stock held by it in connection with registered offerings requested by other registration rights holders or initiated by the Issuer.
 
TAX RECEIVABLE AGREEMENT
 
BLK MV is party to a Tax Receivable Agreement dated May 8, 2013 (the “Tax Receivable Agreement”) that provides for the payment from time to time by the Issuer to BLK MV and the other holders of Class A Units of 85% of the amount of the net tax benefits, if any, that the Issuer is deemed to realize under certain circumstances as a result of (i) increases in tax basis resulting from exchanges of Class A Units for shares of Class A Common Stock of the Issuer and (ii) certain other tax benefits related to the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement.
 
STOCKHOLDER AGREEMENT
 
BLK MV is party to a Stockholder Agreement with the Issuer dated May 8, 2013 (the “Stockholder Agreement”) which provides that the Issuer’s board of directors will consist of no more than nine directors as long as BLK MV and its affiliates hold at least 10% of the voting power of the Issuer’s outstanding capital stock. The Stockholder Agreement also provides that BLK MV has the right to nominate two individuals for election to the Issuer’s board of directors as long as it, together with its affiliates, holds at least 15% of the voting power of the Issuer’s outstanding capital stock, and the right to nominate one individual for election to the Issuer’s board of directors as long as BLK MV, together with its affiliates, holds at least 10% of the voting power of the Issuer’s outstanding capital stock.  In addition, the Stockholder Agreement provides that BLK MV, as long as it, together with its affiliates, holds at least 10% of the voting power of the Issuer’s outstanding capital stock, has the right to nominate one member to each committee of the Issuer’s board of directors, and as long as such nominees meet the independence standards applicable to such committees, the Issuer will appoint such nominees as members of such committees. The Stockholder Agreement also provides that neither the Issuer’s certificate of incorporation nor its bylaws may be amended in any manner that is adverse to BLK MV or its affiliates without the consent of BLK MV, as long BLK MV, together with its affiliates, holds at least 5% of the voting power of the Issuer’s outstanding capital stock.
 
 
7
 
 
LLC AGREEMENT
 
BLK MV is party to the Fourth Amended and Restated Limited Liability Company Agreement of the LLC dated May 8, 2013 (the “LLC Agreement”).  Pursuant to the LLC Agreement, the Issuer is the sole managing member of the LLC and operates and controls all of the business and affairs of the LLC.  While BLK MV and the other holders of Class A Units do not have voting rights under the LLC Agreement, BLK MV and certain other holders have consent and other rights over certain actions relating to the LLC, including, among other items, with respect to (i) the creation of additional classes of units or securities, (ii) agreements that would limit the ability of the LLC to make tax distributions or payments under the Tax Receivable Agreement, (iii) dilutive issuances and (iv) amendments to the LLC Agreement.  In addition, under the LLC Agreement, BLK MV and the other holders of Class A Units receive quarterly tax distributions based on the taxable income attributable to their Class A Units.
 
Item 7.
Material to be Filed as Exhibits
 
Exhibit
Description
 
No. 99.1
Exchange Agreement, dated as of May 8, 2013, among PennyMac Financial Services, Inc., Private National Mortgage Acceptance Company, LLC and the unitholders from time to time party thereto (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed by PennyMac Financial Services, Inc. with the Securities and Exchange Commission on May 14, 2014).
 
No. 99.2
Registration Rights Agreement, dated as of May 8, 2013, among PennyMac Financial Services, Inc. and the unitholders from time to time party thereto (incorporated by reference to Exhibit 10.4 to Current Report on Form 8-K filed by PennyMac Financial Services, Inc. with the Securities and Exchange Commission on May 14, 2014).
 
No. 99.3
Tax Receivable Agreement, dated as of May 8, 2013, among PennyMac Financial Services, Inc., Private National Mortgage Acceptance Company, LLC and the unitholders from time to time party thereto (incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed by PennyMac Financial Services, Inc. with the Securities and Exchange Commission on May 14, 2014).
 
No. 99.4
Stockholder Agreement, dated as of May 8, 2013, by and between PennyMac Financial Services, Inc. and BlackRock Mortgage Ventures, LLC (incorporated by reference to Exhibit 10.5 to Current Report on Form 8-K filed by PennyMac Financial Services, Inc. with the Securities and Exchange Commission on May 14, 2014).
 
 
8
 
 
No. 99.5
Fourth Amended and Restated Limited Liability Company Agreement of Private National Mortgage Acceptance Company, LLC, dated as of May 8, 2013 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed by PennyMac Financial Services, Inc. with the Securities and Exchange Commission on May 14, 2014).
 

 

 
9
 

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 28, 2014
   
 
BLACKROCK, INC.
   
 
By:
  
  /s/ Matthew J. Fitzgerald
 
Name:
  
Matthew J. Fitzgerald
Title:
  
Attorney-in-fact


 
10
 

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.
 
BlackRock, Inc.
 
Executive Officers
 
Name
  
Business Address
  
Present Principal Occupation or Employment / Name and Address of Any Other Corporation
  
Citizenship
             
Laurence D. Fink
  
55 East 52nd Street
New York, NY 10055
  
Chairman and Chief Executive Officer
  
U.S.
             
Robert S. Kapito
  
55 East 52nd Street
New York, NY 10055
  
President
  
U.S.
             
Robert W. Fairbairn
  
55 East 52nd Street
New York, NY 10055
  
Senior Managing Director and  Head of Global Retail & iShares
  
U.S.
             
Joseph Feliciani
  
55 East 52nd Street
New York, NY 10055
  
Global Finance Director and Chief Accounting Officer
  
U.S.
             
Charles S. Hallac
  
55 East 52nd Street
New York, NY 10055
  
Senior Managing Director and Chief Operating Officer
  
U.S.
             
J. Richard Kushel
  
55 East 52nd Street
New York, NY 10055
  
Senior Managing Director and Deputy Chief Operating Officer
  
U.S.
             
Jeffrey A. Smith
  
55 East 52nd Street
New York, NY 10055
  
Senior Managing Director and Head of Human Resources
  
U.S.
             
David J. Blumer
  
55 East 52nd Street
New York, NY 10055
  
Senior Managing Director and Head of Europe, Middle East and Africa
  
Swiss
             
Robert L. Goldstein
  
55 East 52nd Street
New York, NY 10055
  
Senior Managing Director and Global Head of Institutional Client Business & BlackRock Solutions
  
U.S.
 
 
11
 

Matthew J. Mallow
  
55 East 52nd Street
New York, NY 10055
  
Senior Managing Director and General Counsel
  
U.S.
             
Mark S. McCombe
  
55 East 52nd Street
New York, NY 10055
  
Senior Managing Director and Chairman of Asia/Pacific
  
British
             
Gary S. Shedlin
  
55 East 52nd Street
New York, NY 10055
  
Senior Managing Director and Chief Financial Officer
  
U.S.

 
Directors
 
Name
  
Business Address
  
Present Principal Occupation or Employment / Name and Address of Any Other Corporation
  
Citizenship
             
Laurence D. Fink
  
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
  
Chairman and Chief Executive Officer
  
U.S.
             
Robert S. Kapito
  
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
  
President
  
U.S.
             
Abdlatif Al-Hamad
  
Arab Fund for Economic
& Social Development,
Airport Boulevard
Shuwaikh, Kuwait
  
Arab Fund for Economic & Social Development - Chairman, Director General
  
Kuwaiti
             
Mathis Cabiallavetta
  
Swiss Reinsurance
Company Ltd.
Mythenquai 50/60
CH-8022
Zurich, Switzerland
  
Swiss Reinsurance Company Ltd. - Vice Chairman
  
Swiss
             
William S. Demchak
  
The PNC Financial
Services Group, Inc.
One PNC Plaza Avenue
Pittsburgh, PA 15222
  
The PNC Financial Services Group, Inc. – Chairman and CEO
  
U.S.
             
Murry S. Gerber
  
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
  
Retired
  
U.S.
             
James Grosfeld
  
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
  
Retired
  
U.S.
             
David H. Komansky
  
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
  
Retired
  
U.S.
 
 
12
 

Sir Deryck Maughan
  
Kohlberg Kravis Roberts
& Co.
9 West 57th Street
Suite 4200
New York, NY 10019
  
Kohlberg Kravis Roberts & Co. – Senior Adviser
  
British
             
Thomas K. Montag
  
Bank of America
One Bryant Park
4th Floor
New York, NY 10036
  
Bank of America – Co-Chief Operating Officer
  
U.S.
             
Thomas H. O’Brien
  
The PNC Financial
Services Group, Inc.
One PNC Plaza,
249 Fifth Avenue,
2nd Floor
Pittsburgh, PA 15222
  
Retired
  
U.S.
             
James E. Rohr
  
The PNC Financial
Services Group, Inc.
One PNC Plaza,
249 Fifth Avenue,
2nd Floor
Pittsburgh, PA 15222
  
The PNC Financial Services Group, Inc. – Executive Chairman
  
U.S.
             
Ivan G. Seidenberg
  
Verizon Communications
140 West Street,
Floor 29
New York, NY 10007
  
Retired
  
U.S.
             
John S. Varley
  
Barclays PLC
One Churchill Place
London E14 5HP
United Kingdom
  
Retired
  
British
             
Pamela Daley
  
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
  
Retired
  
U.S.
             
Jessica Einhorn
  
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
  
Retired
  
U.S.
             
Fabrizio Freda
  
The Estee Lauder
Companies Inc.
767 Fifth Avenue,
40th Floor
New York, NY 10153
  
President and Chief Executive Officer
The Estée Lauder Companies Inc.
  
Italian
             
Cheryl D. Mills
  
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
  
Retired
  
U.S.
             
Marco Antonio Slim Domit
  
Grupo Financiero Inbursa
Av. Paseo de las Palmas
#736
Floor 1
Colonia Lomas de
Chapultepec
C.P. 11000, México D.F.
  
Chairman of the Board of Directors, Grupo Financiero Inbursa
  
Mexican


 
13
 

Susan L. Wagner
  
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
  
Retired
  
U.S.

 

 
14
 

Schedule B

Transactions in Class A Common Stock
(60 Day period ending on June 28, 2013)

Legal Entity
Trade Date
Amount
Trade Price
BUY/SELL
Execution Type
BlackRock Institutional Trust Company, N.A.
June 20 2013
1,507
21.3989
BUY
NYSE
BlackRock Institutional Trust Company, N.A.
June 25 2013
442
21.1
BUY
NYSE
BlackRock Investment Management, LLC
June 28 2013
6,105
21.2487
BUY
NYSE
BlackRock Investment Management, LLC
June 28 2013
5,349
21.2487
BUY
NYSE
BlackRock Investment Management, LLC
June 28 2013
4,050
21.2487
BUY
NYSE
BlackRock Advisors, LLC
June 28 2013
5,696
21.2487
BUY
NYSE
BlackRock Investment Management, LLC
June 28 2013
1,023
21.2487
BUY
NYSE
BlackRock Investment Management, LLC
June 28 2013
1,336
21.2487
BUY
NYSE
BlackRock Investment Management, LLC
June 28 2013
7,907
21.2487
BUY
NYSE
BlackRock Investment Management, LLC
June 28 2013
2,386
21.2487
BUY
NYSE
BlackRock Fund Advisors
June 28 2013
88
21.27
BUY
ETF Create
BlackRock Fund Advisors
June 28 2013
-264
21.27
SELL
ETF Redeem
BlackRock Fund Advisors
June 28 2013
1,232
21.27
BUY
ETF Create
BlackRock Fund Advisors
June 28 2013
176
21.27
BUY
ETF Create
BlackRock Fund Advisors
June 28 2013
1,232
21.27
BUY
ETF Create
BlackRock Fund Advisors
June 28 2013
528
21.27
BUY
ETF Create
 
 
15
 

BlackRock Fund Advisors
June 28 2013
194,255
21.2587
BUY
NYSE
BlackRock Fund Advisors
June 28 2013
94,439
21.2487
BUY
NYSE
BlackRock Fund Advisors
June 28 2013
6
21.27
BUY
ETF Create
BlackRock Fund Advisors
June 28 2013
3,053
21.2589
BUY
NYSE
BlackRock Fund Advisors
June 28 2013
590
21.2589
BUY
NYSE
BlackRock Institutional Trust Company, N.A.
June 28 2013
9,789
21.2487
BUY
NYSE
BlackRock Institutional Trust Company, N.A.
June 28 2013
8,758
21.2589
BUY
NYSE
BlackRock Institutional Trust Company, N.A.
June 28 2013
50,388
21.2487
BUY
NYSE
BlackRock Institutional Trust Company, N.A.
June 28 2013
31,948
21.2487
BUY
NYSE
BlackRock Institutional Trust Company, N.A.
June 28 2013
11,895
21.2487
BUY
NYSE
BlackRock Institutional Trust Company, N.A.
June 28 2013
8,323
21.2589
BUY
NYSE
BlackRock Institutional Trust Company, N.A.
June 28 2013
837
21.2604
BUY
NYSE
BlackRock Institutional Trust Company, N.A.
June 28 2013
442
21.27
BUY
Client Transfer In
BlackRock Fund Advisors
June 28 2013
2,351
21.2487
BUY
NYSE
BlackRock Institutional Trust Company, N.A.
June 28 2013
879
21.2487
BUY
NYSE
BlackRock Investment Management, LLC
June 28 2013
3,790
21.2487
BUY
NYSE
BlackRock Investment Management, LLC
June 28 2013
1,354
21.2589
BUY
NYSE
BlackRock Investment Management, LLC
June 28 2013
8,656
21.2487
BUY
NYSE
BlackRock Asset Management Canada Limited
June 28 2013
406
21.2589
BUY
NYSE
 
 
16
 

BlackRock Institutional Trust Company, N.A.
June 28 2013
193
21.2589
BUY
NYSE
BlackRock Institutional Trust Company, N.A.
June 28 2013
568
21.2589
BUY
NYSE
BlackRock Investment Management, LLC
June 28 2013
456
21.2487
BUY
NYSE
BlackRock Institutional Trust Company, N.A.
June 28 2013
1,118
21.2589
BUY
NYSE
BlackRock Institutional Trust Company, N.A.
June 28 2013
-442
21.27
SELL
Client Transfer Out
BlackRock Institutional Trust Company, N.A.
June 28 2013
1,505
21.2487
BUY
NYSE
BlackRock Institutional Trust Company, N.A.
June 28 2013
40
21.2589
BUY
NYSE
BlackRock Institutional Trust Company, N.A.
June 28 2013
2,624
21.2604
BUY
NYSE
BlackRock Institutional Trust Company, N.A.
June 28 2013
829
21.2604
BUY
NYSE
BlackRock Institutional Trust Company, N.A.
June 28 2013
222
21.2604
BUY
NYSE
BlackRock Institutional Trust Company, N.A.
June 28 2013
3,117
21.2604
BUY
NYSE
BlackRock Institutional Trust Company, N.A.
June 28 2013
5,361
21.2604
BUY
NYSE
BlackRock Institutional Trust Company, N.A.
June 28 2013
146
21.2604
BUY
NYSE
BlackRock Institutional Trust Company, N.A.
June 28 2013
100
21.2604
BUY
NYSE


 
17
 

Schedule B

Transactions in Class A Common Stock
(60 Day period ending on February 28, 2014)

Legal Entity
Trade Date
Amount
Trade Price
BUY/SELL
Execution Type
BlackRock Advisors (UK) Limited
January 27 2014
13,494
17.55
BUY
Client Transfer In
BlackRock Advisors (UK) Limited
January 27 2014
-13,494
17.0193
SELL
NYSE

 
 
18