ONITY GROUP INC. — Director's Dealing 2011

Aug 19, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2011-08-17

Reporting Person: FARIS RONALD M (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-08-17	Common Stock	M	71989.0000	$3.4881	Acquired	312342.0000	Direct
2011-08-17	Common Stock	M	47992.0000	$4.2178	Acquired	360334.0000	Direct
2011-08-17	Common Stock	F	65477.0000	$13.2550	Disposed	294857.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-08-17	Stock Options	$4.2178	M	47992.0000	Disposed	2012-01-31	Common Stock (47992.0000)	Direct
2011-08-17	Stock Options	$3.4881	M	71989.0000	Disposed	2012-01-31	Common Stock (71989.0000)	Direct

Footnotes

F1: Exercise price reflects an adjustment in connection with the 2009 Altisource spin-off.

F2: One fifth of the Option became exercisable immediately upon grant on January 31, 2002 and one fourth of the balance of the Option became exercisable on each of the second, third, fourth and fifth anniversaries of the grant date.