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: Ratinoff Edward James (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-26	Common Stock	M	400.0	$22.72	Acquired	4572.0	Direct
2012-08-26	Common Stock	F	140.0	$22.72	Disposed	4432.0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-26	Restricted Stock Units	$	M	400.0	Disposed		Common Stock (400.0)	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 service as a member of the Board of Directors.

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 service as a member of the Board of Directors. 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.