Axos Financial, Inc. — Director's Dealing 2011

Oct 25, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BofI Holding, Inc. (BOFI)
CIK: 0001299709
Period of Report: 2011-10-22

Reporting Person: Micheletti Andrew J (EVP/CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-10-22	Common Stock	M	4779	$13.83	Acquired	40682	Direct
2011-10-22	Common Stock	F	2549	$13.83	Disposed	38133	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-10-22	Restricted Stock Units	$	M	4779	Acquired		Common Stock (4779)	Direct

Footnotes

F1: Represents shares of Common Stock vested on October 22, 2011, following the vesting schedule 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 employment agreement as Chief Financial Officer.

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 RSUs were 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. 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.