Axos Financial, Inc. — Director's Dealing 2012

Sep 13, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BofI Holding, Inc. (BOFI)
CIK: 0001299709
Period of Report: 2012-09-11

Reporting Person: Burke John Gary (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-11	Common Stock	C	15480.0	—	Acquired	490354.0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-11	6% Series B Non-Cumulative Perpetual Convertible Preferred	$16.15	C	250.0	Disposed		Common Stock (15480.0)	Direct

Footnotes

F1: On August 30, 2012, the trading price of the Common Stock of BofI Holding, Inc. closed at $23.52, marking the twentieth trading day in the previous 30 trading days that the Common Stock closed above $20.50, triggering the right of the Company to exercise its mandatory conversion right in accordance with the Certificate of Designations of the Preferred Stock. The Mandatory Conversion Date was set to be September 11, 2012 as announced by the Company on August 31, 2012.

F2: On the Mandatory Conversion Date, holders of Preferred Stock received 61.92 shares of Common Stock for each share of Preferred Stock converted, reflecting an approximate conversion price of $16.15 per share based on the initial issuance price of $1,000 per share of Preferred Stock. Any fractional shares were paid in cash at the rate of $16.15.

F3: These shares are held by the Burke Revocable Declaration of Trust, for which the reporting person serves as trustee.