Axos Financial, Inc. — Director's Dealing 2016

Jul 13, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BofI Holding, Inc. (BOFI)
CIK: 0001299709
Period of Report: 2016-07-11

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-11	Common Stock	M	953.0	$18.22	Acquired	2258	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-07-11	Restricted Stock Units	$0.0	M	953.0	Disposed		Common Stock (953)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	428	Indirect

Footnotes

F1: Represents shares of Common Stock issued on July 11, 2016 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 and 2014 Stock Incentive Plan.

F2: The RSU's were granted to the reporting person under the BofI Holding, Inc. 2004 and 2014 Stock Incentive Plan. 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 date of grant.