Axos Financial, Inc. — Director's Dealing 2012

Aug 28, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BofI Holding, Inc. (BOFI)
CIK: 0001299709
Period of Report: 2012-08-26

Reporting Person: Micheletti Andrew J (EVP & Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-26	Common Stock	M	15000.0	$22.72	Acquired	59799.0	Direct
2012-08-26	Common Stock	F	7002.0	$22.72	Disposed	52797.0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-26	Restricted Stock Units	$	M	15000.0	Disposed		Common Stock (15000.0)	Direct

Footnotes

F1: Represents shares of Common Stock issued on August 26, 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 employment agreement as Chief Financial Officer.

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.

F3: The RSU's were 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 Financial Officer. 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.

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