Axos Financial, Inc. — Director's Dealing 2012

Sep 17, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BofI Holding, Inc. (BOFI)
CIK: 0001299709
Period of Report: 2012-09-12

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-12	Restricted Stock Units	$	A	8250.0	Acquired		Common Stock (8250.0)	Direct

Footnotes

F1: Grant to the reporting person on September 12, 2012, of restricted stock units ("RSU's") under the BofI Holding, Inc. 2004 stock incentive plan in conncetion with the reporting person's employment contract as Chief Financial Officer.

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.