ONITY GROUP INC. — Director's Dealing 2012

Mar 8, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2012-03-05

Reporting Person: Britti John V. (EVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-05	Common Stock	A	18000.0000	—	Acquired	18000.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-05	Performance Restricted Shares	$	A	0.0000	Acquired		Common Stock (0.0000)	Direct
2012-03-05	Performance Restricted Shares	$	A	0.0000	Acquired		Common Stock (0.0000)	Direct
2012-03-05	Restricted Share Rights	$	A	0.0000	Acquired		Common Stock (0.0000)	Direct
2012-03-05	Stock Options	$16.1700	A	100000.0000	Acquired	2022-03-05	Common Stock (100000.0000)	Direct

Footnotes

F1: Represents restricted stock awarded pursuant to the 2007 Equity Incentive Plan which meets the requirements of Rule 16b-3 (the "Plan"). The restricted stock vests as follows: 4,500 shares vested immediately upon grant. 4,500 shares will vest on November 29, 2013, November 29, 2014 and November 29, 2015.

F2: Represents restricted stock awarded pursuant to the Plan. The restricted stock vests as follows: 4,500 shares vested immediately upon grant. 4,500 shares will vest on November 29, 2013, November 29, 2014 and November 29, 2015.

F3: Performance restricted shares awarded pursuant to the Plan. The performance restricted shares vest as follows: He will receive the number of performance restricted shares valued at $37,500 when the Company's stock price realizes a compounded annual gain of at least 20% over the exercise price, so long as the stock price is $26.34 and the number of performance restricted shares valued at $37,500 on each anniversary for the next three years. Upon vesting, one Common Share will be delivered for each vested performance restricted share.

F4: If the Employee's employment terminates other than by reason of Retirement or Disability prior to vesting of the entire performance restricted shares, the performance restricted shares shall terminate and be cancelled for the shares that have not already vested on the last day of the Employee's employment with the Corporation.

F5: Performance restricted shares awarded pursuant to the Plan. The performance restricted shares vest as follows: He will receive the number of performance restricted shares valued at $18,750 when the Company's stock price realizes a 25% compounded annual gain, so long as the Company's stock price is $39.51 and the number of performance restricted shares valued at $18,750 on each anniversary for the next three years. Upon vesting, one Common Share will be delivered for each vested performance restricted share.

F6: Restricted share rights awarded pursuant to the Plan. The restricted share rights vest as follows: He will receive the number of restricted share rights valued at $18,750 on November 29, 2012 and on each anniversary on November 29, 2013, November 29, 2014 and November 29, 2015. Upon vesting, one Common Share will be delivered for each vested restricted share right.

F7: If the Employee's employment terminates other than by reason of Retirement or Disability prior to vesting of the entire restricted share rights, the restricted share rights shall terminate and be cancelled for the shares that have not already vested on the last day of the Employee's employment with the Corporation.

F8: The vesting schedule for these options has a time-based component, in which 25,000 options vest in equal increments over four years commencing on November 29, 2012. There is also a performance-based component, in which up to 75,000 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. 50,000 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 $26.34. 25,000 of the performance-based options would commence vesting if the stock price realizes a 25% compounded annual gain, so long as it is $39.51.