ONITY GROUP INC. — Director's Dealing 2012

Mar 13, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2012-03-09

Reporting Person: Koches Paul A (EVP, GC and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-09	Common Stock	M	20000.0000	$4.8203	Acquired	22105.0000	Direct
2012-03-12	Common Stock	S	20000.0000	$16.4907	Disposed	2105.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-09	Stock Options	$4.8203	M	20000.0000	Disposed	2018-07-14	Common Stock (20000.0000)	Direct

Footnotes

F1: Exercise price reflects an adjustment in connection with the 2009 Altisource spin-off.

F2: 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.