Axos Financial, Inc. — Director's Dealing 2012

Oct 23, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BofI Holding, Inc. (BOFI)
CIK: 0001299709
Period of Report: 2012-10-12

Reporting Person: Englert Jerry F (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-10-12	Series C Preferred Stock	$30.5	P	50.0	Acquired		Common Stock (16393.4425)	Direct

Footnotes

F1: New issue of 6% Series C Non-Cumulative Perpetual Convertible Preferred Stock ("Series C Preferred Stock") which settled on October 15, 2012 under a prospectus supplement dated March 29, 2102.

F2: These shares are held by the Englert Family Trust, for which the reporting person serves as co-trustee.

F3: Each share of Series C Preferred Stock may be converted at any time, at the option of the holder, into 327.86885 shares of BofI Holding, Inc. common stock subject to anti-dilution and other adjustments. There is no expiration date for the conversion as long as the Series C Preferred Stock is outstanding.