Exhibit 4.1


 


	
  Number

  	
  Shares ***

  



 


	
   

  	
  SEE
  REVERSE FOR CERTAIN DEFINITIONS,

  
	
   

  	
  TRANSFER
  RESTRICTIONS AND OTHER

  
	
   

  	
  INFORMATION.

  
	
   

  	
   

  
	
   

  	
  CUSIP 70931T 10 3

  



 


PENNYMAC
MORTGAGE INVESTMENT TRUST

a Real Estate Investment Trust

Formed under the Laws of the State of Maryland


 


THIS
CERTIFIES THAT


 


IS THE
OWNER OF


 


FULLY PAID AND NONASSESSABLE COMMON SHARES OF
BENEFICIAL INTEREST, $0.01 PAR VALUE, IN


 


PennyMac
Mortgage Investment Trust, a Maryland real estate investment trust (the “Trust”),
transferable only on the books of the Trust by the holder hereof in person or
by its duly authorized attorney upon surrender of this Certificate properly
endorsed. This Certificate and the shares represented hereby are issued and
shall be held subject to all of the provisions of the Declaration of Trust and
the Bylaws of the Trust and any amendments thereto, to all of which the holder
of this Certificate by acceptance hereof assents. This Certificate is not valid
unless countersigned by the Transfer Agent and registered by the Registrar.


 


In Witness Whereof, the Trust has caused this
Certificate to be signed by its duly authorized officers and its seal to be
hereunder affixed this        day of    
, 2009.


 


 


	
  /s/ Jeff Grogin

  	
   

  	
  /s/ Stanford L. Kurland

  	
  (SEAL)

  
	
  Jeff Grogin, Chief
  Legal Officer and Secretary

  	
   

  	
  Stanford L. Kurland,
  Chief Executive Officer

  



 


	
  COUNTERSIGNED AND
  REGISTERED:

  	
   

  
	
  Mellon
  Investor Services LLC

  	
   

  
	
  TRANSFER AGENT AND
  REGISTRAR

  	
   

  
	
  BY:

  	
  /s/
  Mark Cano

  	
   

  
	
   

  	
  AUTHORIZED SIGNATURE

  	
   

  



 

















 


IMPORTANT NOTICE


 


The Trust will furnish to any
shareholder of the Trust upon request and without charge a full statement of
the information required by section 8-203(d) of the Corporations and
Associations Article of the Annotated Code of Maryland with respect to the
designations and any preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends and other distributions,
qualifications, and terms and conditions of redemption of the shares of each
class of beneficial interest which the Trust is authorized to issue and, if the
Trust is authorized to issue any preferred or special class in series, (i) the
differences in the relative rights and preferences between the shares of each
series to the extent they have been set, and (ii) the authority of the
Board of Trustees to set the relative rights and preferences of subsequent
series.  The foregoing summary does not
purport to be complete and is subject to and qualified in its entirety by
reference to the Trust’s Declaration of Trust, a copy of which will be sent
without charge to each shareholder who so requests.  Such request must be made to the Secretary of
the Trust at its principal office.


 


The shares represented by
this certificate are subject to restrictions on Beneficial Ownership and
Constructive Ownership and Transfer for the purpose of the Trust’s maintenance
of its status as a Real Estate Investment Trust (a “REIT”) under the Internal
Revenue Code of 1986, as amended (the “Code”). 
Subject to certain further restrictions and except as expressly provided
in the Trust’s Declaration of Trust, (i) no Person may Beneficially Own or
Constructively Own Common Shares of the Trust in excess of 9.8% by vote or
value, whichever is more restrictive, of the outstanding Common Shares of the
Trust unless such Person is an Excepted Holder (in which case the Excepted
Holder Limit shall be applicable); (ii) no Person may Beneficially Own or
Constructively Own Equity Shares of the Trust in excess of 9.8% by vote or
value, whichever is more restrictive, of the total outstanding Equity Shares of
the Trust, unless such Person is an Excepted Holder (in which case the Excepted
Holder Limit shall be applicable); (iii) no Person may Beneficially Own or
Constructively Own Equity Shares that would result in the Trust being “closely
held” under Section 856(h) of the Code or otherwise cause the Trust
to fail to qualify as a REIT; and (iv) no Person may Transfer Equity
Shares if such Transfer would result in Equity Shares of the Trust being
Beneficially Owned by fewer than 100 Persons under Section 856(a)(5) of
the Code on or after January 29, 2010. 
If the restrictions on transfer or ownership described in (i), (ii) or
(iii) above are violated, the Equity Shares represented hereby will be
regarded as having been transferred to a Trustee of a Charitable Trust for the
benefit of one or more Charitable Beneficiaries.  In addition, upon the occurrence of certain
events (including a transfer that would violate the restriction described in (iv) above),
attempted Transfers in violation of the restrictions described above may be
void ab initio.  All
capitalized terms in this legend have the meanings defined in the Trust’s
Declaration of Trust, as the same may be amended from time to time, a copy of
which, including the restrictions on transfer and ownership, will be furnished
to each holder of Equity Shares of the Trust on request and without charge.


 






 


The
following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:


 


	
  TEN COM—

  	
  as tenants in common

  	
  UNIF GIFT MIN ACT

  	
   

  	
  Custodian

  	
   

  
	
   

  	
   

  	
   

  	
  (Minor)

  	
   

  	
  (Cust)

  
	
   

  	
   

  	
   

  
	
  TEN ENT—

  	
  as tenants by the
  entireties

  	
  Under Uniform Gifts to
  Minors

  
	
   

  	
   

  	
   

  
	JT TEN—
	as joint tenants with the right of survivorship and not as tenants in common
	Act
	 

	 
	 
	(State)

							



 


Additional abbreviations may also be used though not in the above list.


 


	
  FOR
  VALUE RECEIVED,

  	
  hereby sell, assign and

  
	
   

  	
   

  
	
  transfer
  unto _________________________________________________________________________________________________

  
	
  (PLEASE INSERT
  SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE)

  
	
   

  
	
  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
  ASSIGNEE)

  
	
   

  



 


                                   
COMMON SHARES OF BENEFICIAL INTEREST represented by the within Certificate and
do hereby irrevocably constitute and appoint


 


                                                  Attorney
to transfer the said shares on the books of the within named Trust with full
power of substitution in the premises.


 


	
  Dated

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NOTICE:

  	
  THE
  SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON
  THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR
  ENLARGEMENT OR ANY CHANGE WHATEVER.

  



 


Signature(s) Guaranteed:




 





THE
SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.