Axos Financial, Inc. — Director's Dealing 2015

Aug 10, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BofI Holding, Inc. (BOFI)
CIK: 0001299709
Period of Report: 2015-08-06

Reporting Person: Grinberg Paul (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-08-06	Common Stock	M	1833.0	$130.42	Acquired	31502	Direct
2015-08-06	Common Stock	F	952.0	$130.42	Disposed	30550	Direct
2015-08-10	Common Stock	S	12204.0	$129.99	Disposed	18346	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-08-06	Restricted Stock Units	$	M	1833.0	Disposed		Common Stock (1833)	Direct

Footnotes

F1: Represents shares of Common Stock issued on August 6, 2015 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.

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: This transaction was executed in multiple trades, at prices ranging from $128.71 to $132.19. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request by the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold and the prices at which each transaction was effected.

F4: 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.

F5: The RSU's vest over three years, one-third on each anniversary date of grant.