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

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 *
SPECTOR DAVID
  2. Issuer Name and Ticker or Trading Symbol
PennyMac Mortgage Investment Trust [PMT] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman and CEO
(Last)
(First)
(Middle)
C/O PENNYMAC MORTGAGE INVESTMENT TRUST, 3043 TOWNSGATE ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
03/12/2024
(Street)

WESTLAKE VILLAGE, CA 91361		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 03/12/2024   A   31,337 (1) A $ 0 332,714 D  
Common Shares of Beneficial Interest 03/12/2024   M   15,298 (2) A $ 0 258,322 D  
Common Shares of Beneficial Interest 03/12/2024   M   21,950 (3) A $ 0 280,272 D  
Common Shares of Beneficial Interest 03/12/2024   M   21,105 (4) A $ 0 301,377 D  
Common Shares of Beneficial Interest 03/12/2024   F   7,754 (5) D $ 14.28 324,960 D  
Common Shares of Beneficial Interest 03/12/2024   F   11,125 (5) D $ 14.28 313,835 D  
Common Shares of Beneficial Interest 03/12/2024   F   10,697 (5) D $ 14.28 303,138 (6) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 (2) 03/12/2024   A   15,298     (2)   (2) Common Shares of Beneficial Interest 15,298 $ 0 15,298 D  
Performance-Based Restricted Share Units (2) 03/12/2024   M     15,298   (2)   (2) Common Shares of Beneficial Interest 15,298 $ 0 0 D  
Performance-Based Restricted Share Units (3) 03/12/2024   A   21,950     (3)   (3) Common Shares of Beneficial Interest 21,950 $ 0 21,950 D  
Performance-Based Restricted Share Units (3) 03/12/2024   M     21,950   (3)   (3) Common Shares of Beneficial Interest 21,950 $ 0 0 D  
Performance-Based Restricted Share Units (4) 03/12/2024   A   21,105     (4)   (4) Common Shares of Beneficial Interest 21,105 $ 0 21,105 D  
Performance-Based Restricted Share Units (4) 03/12/2024   M     21,105   (4)   (4) Common Shares of Beneficial Interest 21,105 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SPECTOR DAVID
C/O PENNYMAC MORTGAGE INVESTMENT TRUST
3043 TOWNSGATE ROAD
WESTLAKE VILLAGE, CA 91361		   X     Chairman and CEO  

Signatures

 /s/ Derek W. Stark, attorney-in-fact for Mr. Spector   03/14/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The Reporting Person was granted restricted stock units, which will vest in three equal installments beginning on the first anniversary of the date of grant, 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 17, 2021 and may vest in three equal installments subject to the satisfaction of certain performance based criteria for each of the fiscal years ending 2021, 2022 and 2023. The PSU vested as to one-third on March 12, 2024 and the payout of common shares of beneficial interest pursuant to the PSU award for the 2023 fiscal year was determined based on a return on equity and relative total stockholder return for the period of January 1, 2023 through December 31, 2023 resulting in a payout of 158.9%.
(3) 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 March 12, 2024 and the payout of common shares of beneficial interest pursuant to the PSU award for the 2023 fiscal year was determined based on return on equity and relative total stockholder return for the period of January 1, 2023 through December 31, 2023 resulting in a payout of 187.5%.
(4) This performance-based restricted share unit (PSU) award was granted on February 28, 2023 and may vest in three equal installment 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 March 12, 2024 and the payout of common shares of beneficial interest pursuant to the PSU award for the 2023 fiscal year was determined based on return on equity and relative total stockholder return for the period of January 1, 2023 through December 31, 2023 resulting in a payout of 150%.
(5) Represents shares withheld for taxes upon vesting of performance-based restricted share units.
(6) The reported amount consists of 63,940 restricted share units and 239,198 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.

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