Axos Financial, Inc. — Director's Dealing 2012

Aug 20, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BofI Holding, Inc. (BOFI)
CIK: 0001299709
Period of Report: 2012-08-16

Reporting Person: Englert Jerry F (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-16	Restricted Stock Units	$	A	4000.0	Acquired		Common Stock (4000.0)	Direct

Footnotes

F1: Grant to the reporting person on August 16, 2012 of restricted stock units (RSU's)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: Each RSU represents a contingent right to receive one share of BofI Holding, Inc. Common Stock. The RSU's are accompanied by dividend equivalent rights.

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