Statement of Changes in Beneficial Ownership (4)

FORM 4

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Chang Andrew S	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
(Last)          (First)          (Middle) C/O PENNYMAC MORTGAGE INVESTMENT TRUST, 3043 TOWNSGATE ROAD	3. Date of Earliest Transaction (MM/DD/YYYY) 3/17/2020
(Street) WESTLAKE VILLAGE, CA 91361 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	3/17/2020		M		4035 (1)	A	$0	94367 (2)	D
Common Shares of Beneficial Interest	3/17/2020		M		3900 (3)	A	$0	98267 (4)	D
Common Shares of Beneficial Interest	3/17/2020		M		3348 (5)	A	$0	101615 (6)	D
Common Shares of Beneficial Interest	3/17/2020		F		2001 (7)	D	$10.88	99614 (8)	D
Common Shares of Beneficial Interest	3/17/2020		F		1934 (9)	D	$10.88	97680 (10)	D
Common Shares of Beneficial Interest	3/17/2020		F		1660 (11)	D	$10.88	96020 (12)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: 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	$0 (1)	3/17/2020		A		4035		(1)	(1)	Common Shares of Beneficial Interest	4035	$0	4035	D
Performance-Based Restricted Share Units	$0 (1)	3/17/2020		M			4035	(1)	(1)	Common Shares of Beneficial Interest	4035 (1)	$0	0	D
Performance-Based Restricted Share Units	$0 (3)	3/17/2020		A		3900		(3)	(3)	Common Shares of Beneficial Interest	3900	$0	3900	D
Performance-Based Restricted Share Units	$0 (3)	3/17/2020		M			3900	(3)	(3)	Common Shares of Beneficial Interest	3900 (3)	$0	0	D
Performance-Based Restricted Share Units	$0 (5)	3/17/2020		A		3348		(5)	(5)	Common Shares of Beneficial Interest	3348	$0	3348	D
Performance-Based Restricted Share Units	$0 (5)	3/17/2020		M			3348	(5)	(5)	Common Shares of Beneficial Interest	3348 (5)	$0	0	D

Explanation of Responses:
(1)	This performance-based restricted share unit (PSU) award was granted to the Reporting Person on February 23, 2017 and may vest in three equal installments subject to the satisfaction of certain performance based criteria for each of the fiscal years ending 2017, 2018 and 2019. The PSU vested as to one-third on March 17, 2020 and the payout of common shares of beneficial interest pursuant to the PSU award for the 2019 fiscal year was determined based on the Issuer's return on equity (ROE) of 12.02% for the period of January 1, 2019 through December 31, 2019 as measured against ROE targets established at the time of grant. The payout percentage for the award based on ROE achievement was 150%.
(2)	The reported amount consists of 10,988 restricted share units and 83,379 common shares of beneficial interest. The restricted share units are to be settled in an equal number of common shares of beneficial interest upon vesting.
(3)	This performance-based restricted share unit (PSU) award was granted to the Reporting Person on March 12, 2018 and may vest in three equal installments subject to the satisfaction of certain performance based criteria for each of the fiscal years ending 2018, 2019 and 2020. The PSU vested as to one-third on March 17, 2020 and the payout of common shares of beneficial interest pursuant to the PSU award for the 2019 fiscal year was determined based on the Issuer's return on equity (ROE) of 12.02% for the period of January 1, 2019 through December 31, 2019 as measured against ROE targets established at the time of grant. The payout percentage for the award based on ROE achievement was 150%.
(4)	The reported amount consists of 10,988 restricted share units and 87,279 common shares of beneficial interest. The restricted share units are to be settled in an equal number of common shares of beneficial interest upon vesting.
(5)	This performance-based restricted share unit (PSU) award was granted to the Reporting Person on February 12, 2019 and may vest in three equal installments subject to the satisfaction of certain performance based criteria for each of the fiscal years ending 2019, 2020 and 2021. The PSU vested as to one-third on March 17, 2020 and the payout of common shares of beneficial interest pursuant to the PSU award for the 2019 fiscal year was determined based on the Issuer's return on equity (ROE) of 12.02% for the period of January 1, 2019 through December 31, 2019 as measured against ROE targets established at the time of grant. The payout percentage for the award based on ROE achievement was 150%.
(6)	The reported amount consists of 10,988 restricted share units and 90,627 common shares of beneficial interest. The restricted share units are to be settled in an equal number of common shares of beneficial interest upon vesting.
(7)	Represents shares withheld for taxes upon vesting of performance-based restricted share units granted on February 23, 2017.
(8)	The reported amount consists of 10,988 restricted share units and 88,626 common shares of beneficial interest. The restricted share units are to be settled in an equal number of common shares of beneficial interest upon vesting.
(9)	Represents shares withheld for taxes upon vesting of performance-based restricted share units granted on March 12, 2018.
(10)	The reported amount consists of 10,988 restricted share units and 86,692 common shares of beneficial interest. The restricted share units are to be settled in an equal number of common shares of beneficial interest upon vesting.
(11)	Represents shares withheld for taxes upon vesting of performance-based restricted share units granted on February 12, 2019.
(12)	The reported amount consists of 10,988 restricted share units and 85,032 common shares of beneficial interest. The restricted share units are to be settled in an equal number of common shares of beneficial interest upon vesting.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Chang Andrew S C/O PENNYMAC MORTGAGE INVESTMENT TRUST 3043 TOWNSGATE ROAD WESTLAKE VILLAGE, CA 91361			Chief Financial Officer

Signatures
/s/ Kisha Parker, attorney-in-fact for Mr. Chang		3/19/2020
**Signature of Reporting Person		Date