ONITY GROUP INC. — Director's Dealing 2012

Mar 6, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2012-03-01

Reporting Person: FARIS RONALD M (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-01	Common Stock	M	47672.0000	$1.6931	Acquired	342529.0000	Direct
2012-03-01	Common Stock	M	31781.0000	$1.1267	Acquired	374310.0000	Direct
2012-03-01	Common Stock	F	33605.0000	$16.1600	Disposed	340705.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-01	Stock Options	$1.1267	M	31781.0000	Disposed	2013-01-31	Common Stock (31781.0000)	Direct
2012-03-01	Stock Options	$1.6931	M	47672.0000	Disposed	2013-01-31	Common Stock (47672.0000)	Direct

Footnotes

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

F2: One fifth of the Option became exercisable immediately upon grant on January 31, 2002 and one fourth of the balance of the Option became exercisable on each of the second, third, fourth and fifth anniversaries of the grant date.