Axos Financial, Inc. — Director's Dealing 2011

Jun 1, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BofI Holding, Inc. (BOFI)
CIK: 0001299709
Period of Report: 2011-05-20

Reporting Person: Ratinoff Edward James (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-20	Common Stock	M	2352	$16.13	Acquired	2352	Direct
2011-05-20	Common Stock	F	828	$16.13	Disposed	1524	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-20	Restricted Stock Units	$	M	2352	Disposed		Common Stock (2352)	Direct

Footnotes

F1: Represents shares of Common Stock issued on May 20, 2010, following the vesting of restricted stock units ("RSUs") which vest one-third each year. The RSUs were previously granted to the reporting person under the BofI Holding, Inc. 2004 Stock Incentive Plan in connection with the reporting person's service as a member of the Board of Directors.

F2: Represents shares of Common Stock retained by BofI Holding, Inc. for tax withholding purposes in connection with the net-settlement on the issuance of shares of Common Stock in respect to the vested RSUs.

F3: The reporting person was granted 7,058 RSUs on 05/20/2010, one-third or 2,352 RSUs vested on 05/20/2011. The RSUs were granted to the reporting person under the BofI Holding, Inc. 2004 Stock Incentive Plan in connection with the reporting persons's service as a member of the Board of Directors. Each RSU represents a contingent right to receive one share of BofI Holding, Inc. Common Stock. The RSUs are accompanied by dividend equivalent rights.

F4: The RSUs vest over three years, one-third on each anniversary of the date of grant.