Axos Financial, Inc. — Director's Dealing 2012

Jul 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BofI Holding, Inc. (bofi)
CIK: 0001299709
Period of Report: 2012-06-30

Reporting Person: Garrabrants Gregory (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-06-30	Common Stock	M	124334	$19.76	Acquired	268280	Direct
2012-06-30	Common Stock	F	58038	$19.76	Disposed	210242	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-06-30	Restricted Stock Units	$0	M	124334	Disposed		Common Stock (124334)	Direct

Footnotes

F1: Represents shares of Common Stock issued on June 30, 2012, following the vesting of restricted stock units ("RSUs") 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 employment agreement as Chief Executive Officer.

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

F3: The RSU's were granted to the reporting person under the BofI Holidng, Inc. 2004 Stock Incentive Plan in connection with the reporting person's employment agreement as Chief Executive Officer. Each RSU represents a contingent right to recieve one share of Common Stock of BofI Holding, Inc. The RSU's are accompanied by dividend equivalent rights.

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