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ONITY GROUP INC. Director's Dealing 2013

Nov 7, 2013

33237_dirs_2013-11-07_548ddc3d-f28c-4491-bafb-596d5fe109ee.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2013-11-05

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2013-11-05 Common Stock M 50943.0000 $6.4652 Acquired 9971259.0000 Indirect
2013-11-05 Common Stock M 12736.0000 $3.7237 Acquired 9983995.0000 Indirect
2013-11-05 Common Stock F 11015.0000 $51.7200 Disposed 9972980.0000 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2013-11-05 Stock Options $3.7237 M 12736.0000 Disposed 2014-01-31 Common Stock (12736.0000) Indirect
2013-11-05 Stock Options $6.4652 M 50943.0000 Disposed 2014-01-31 Common Stock (50943.0000) Indirect

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 2440000.0000 Indirect
Common Stock 5409704.0000 Indirect

Footnotes

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

F2: On August 28, 2013, 51,278 shares previously owned directly were contributed to Salt Pond Holdings, LLC, and 9,869,038 shares previously held by FF Plaza Limited Partnership were contributedto Salt Pond Holdings, LLC.

F3: One-fifth of the options became exercisable immediately upon grant on January 31, 2004, and one-fifth of the options became exercisable after the commencement of each of the second, third, fourth and fifth years of the term of the options.