ONITY GROUP INC. — Director's Dealing 2012

Aug 24, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2012-08-21

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-21	Stock Options	$24.3800	A	2000000.0000	Acquired	2022-08-21	Common Stock (2000000.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	36585.0000	Direct
Common Stock	2440000.0000	Indirect
Common Stock	5409704.0000	Indirect
Common Stock	9888716.0000	Indirect

Footnotes

F1: The vesting schedule for these options has a time-based component, in which 25% of the options vest in equal increments over four years, and a performance-based component, in which up to 75% of the options could vest in equal increments, with 25% vesting immediately upon the achievement of certain performance criteria related to OCN's stock price and its annualized rate of return and the remaining 75% vesting over the next three years. Two-thirds of the performance-based options would commence vesting if the stock price realizes a compounded annual gain of at least 20% over the exercise price, so long as the stock price is at least double the exercise price. The remaining third of the performance-based options would commence vesting if the stock price realizes a 25% compounded annual gain, so long as it is at least triple the exercise price.