Axos Financial, Inc. — Director's Dealing 2011

Aug 29, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BofI Holding, Inc. (BOFI)
CIK: 0001299709
Period of Report: 2011-08-26

Reporting Person: Allrich Theodore C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-08-26	Common Stock	M	3333	$13.83	Acquired	56256	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-08-26	Restricted Stock Units	$	M	400	Acquired		Common Stock (1533)	Direct

Footnotes

F1: Represents shares of Common Stock issued on August 26, 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: 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.

F3: The RSUs vest over three years, one-third on each anniversary of the date of grant.