ONITY GROUP INC. — Director's Dealing 2012

Nov 21, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2011-10-20

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-10-20	Common Stock	W	55328.0000	$0.0000	Acquired	91913.0000	Direct
2012-11-19	Common Stock	S	40635.0000	$34.3460	Disposed	51278.0000	Direct
2012-11-19	Common Stock	S	104365.0000	$34.5257	Disposed	9784351.0000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2440000.0000	Indirect
Common Stock	5409704.0000	Indirect

Footnotes

F1: The Form 4 was inadvertently not timely filed for shares inherited in October 2011.

F2: The sale is intended to generate funds to satisfy an expected near-term tax liability.