Axos Financial, Inc. — Director's Dealing 2016

Nov 22, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BofI Holding, Inc. (BOFI)
CIK: 0001299709
Period of Report: 2016-11-20

Reporting Person: Walsh Derrick (SVP, Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-20	Common Stock	M	745	$23.49	Acquired	3511	Direct
2016-11-20	Common Stock	F	279	$23.49	Disposed	3232	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-20	Restricted Stock Units	$0.0	M	745	Disposed		Common Stock (745)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	428	Indirect

Footnotes

F1: Represents shares of Common Stock issued on November 20, 2016 following the vesting of Restricted Stock Units (RSUs) which vest one-third each year. The RSUs were previously granted to the reporting person under the BofI Holding, Inc. 2014 Stock Incentive Plan.

F2: Represents shares of Common Stock retained by BofI Holding, Inc. for tax withholding purposes in connection with the net-settlement on the issuance of shares of Common Stock in respect to the vested RSUs.

F3: The RSUs were granted to the reporting person under the BofI Holding, Inc. 2014 Stock Incentive Plan. Each RSU represents a contingent right to receive one share of BofI Holding, Inc. Common Stock. The RSUs are accompanied by dividend equivalent rights.

F4: The RSUs vest over three years, one-third on each anniversary date of grant.