Axos Financial, Inc. — Director's Dealing 2012

Jun 27, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BofI Holding, Inc. (BOFI)
CIK: 0001299709
Period of Report: 2012-06-27

Reporting Person: Nick Mosich (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-06-27	Common Stock	F	1174.0	$19.36	Disposed	12597.0	Direct

Footnotes

F1: Represents shares of Common Stock issued on June 27, 2012 following the vesting of Restricted Stock Units (RSU's) which vest one-third each year. The RSU's 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 witholding purposes in connection with the net-settlement on the issuance of shares of Common Stock in respect to the vested RSU's.