Axos Financial, Inc. — Director's Dealing 2019

Aug 27, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Axos Financial, Inc. (AX)
CIK: 0001299709
Period of Report: 2019-08-24

Reporting Person: Grinberg Paul (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-08-24	Common Stock	M	3667	$24.91	Acquired	102479	Direct
2019-08-24	Common Stock	F	1736	$24.91	Disposed	100743	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-08-24	Restricted Stock Units	$	M	3667	Disposed		Common Stock (3667)	Direct

Footnotes

F1: Represents shares of Common Stock issued on August 24, 2019 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 Axos Financial, Inc. 2014 Stock Incentive Plan.

F2: Represents shares of Common Stock retained by Axos Financial, 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 Axos Financial, Inc. 2014 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 Axos Financial, Inc. Common Stock.

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