Axos Financial, Inc. — Director's Dealing 2011

Sep 7, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BofI Holding, Inc. (BOFI)
CIK: 0001299709
Period of Report: 2011-09-07

Reporting Person: Grinberg Paul (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-09-07	6.0% Series B Non-Cumulative Perpetual Convertible Preferred	$16.15	P	200	Acquired		Common Stock (12384)	Direct

Footnotes

F1: New issue of 6.0% Series B Non-Cumulative Perpetual Convertible Preferred Stock ("Series B Preferred Stock") which settled on September 7, 2011, under a prospectus supplement dated September 1, 2011.

F2: Each share of the Series B Preferred Stock may be converted at any time, at the option of the holder, into 61.92 shares of BofI Holding, Inc. common stock subject to anti-dilution and other adjustments. There is no expiration date for the conversion as long as the Series B Preferred Stock is outstanding.