ONITY GROUP INC. — Director's Dealing 2012

Jan 4, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2012-01-03

Reporting Person: ERBEY WILLIAM C (Director, Chairman, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-03	Common Stock	M	84885.0000	$3.4881	Acquired	9973601.0000	Indirect
2012-01-03	Common Stock	M	56590.0000	$4.2178	Acquired	10030191.0000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-03	Stock Options	$4.2178	M	56590.0000	Disposed	2012-01-31	Common Stock (56590.0000)	Indirect
2012-01-03	Stock Options	$3.4881	M	84885.0000	Disposed	2012-01-31	Common Stock (84885.0000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	36585.0000	Direct
Common Stock	5409704.0000	Indirect
Common Stock	2440000.0000	Indirect

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.