ONITY GROUP INC. — Director's Dealing 2012

Nov 27, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2012-11-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-23	Common Stock	M	50813.0000	$1.6931	Acquired	9835164.0000	Indirect
2012-11-23	Common Stock	M	33875.0000	$1.1267	Acquired	9869039.0000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-23	Stock Options	$1.1267	M	33875.0000	Disposed	2013-01-31	Common Stock (33875.0000)	Indirect
2012-11-23	Stock Options	$1.6931	M	50813.0000	Disposed	2013-01-31	Common Stock (50813.0000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	51278.0000	Direct
Common Stock	2440000.0000	Indirect
Common Stock	5409704.0000	Indirect

Footnotes

F1: The shares were acquired on November 23, 2012 as the result of an exercise of options received pursuant to an option award that is expiring January 31, 2013.

F2: One-fifth of the option grant became exercisable immediately upon the grant date, and the remainder became exercisable in equal parts on the grant-date anniversary for the next four years.