ONITY GROUP INC. — Director's Dealing 2013

Sep 24, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2013-09-23

Reporting Person: ROSS WILBUR L JR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-09-23	Common Stock	C	3145640	$31.79	Acquired	3145640	Indirect
2013-09-23	Common Stock	S	3145640	$50.19	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-09-23	Series A Perpetual Convertible Preferred Stock	$31.79	C	100000	Disposed		Common Stock (3145640)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1756	Direct

Footnotes

F1: On September 23, 2013, WLR Recovery Fund III, L.P. ("Fund III"), WLR Recovery Fund IV, L.P. ("Fund IV"), WLR/GS Master Co-Investment, L.P. ("GS Fund"), WLR AHM Co-Invest, L.P. ("AHM Fund") and WLR IV Parallel ESC, L.P. ("Parallel Fund" and, together with Fund III, Fund IV, GS Fund and AHM Fund, the "WLR Funds") converted shares of Series A Perpetual Convertible Preferred Stock into shares of common stock of the Issuer ("Common Stock"), of which 250,927 shares were held directly by Fund III (the "Fund III Shares"), 2,106,951 shares were held directly by Fund IV (the "Fund IV Shares"), 146,240 shares were held directly by GS Fund (the "GS Fund Shares"), 632,054 shares were held directly by AHM Fund (the "AHM Fund Shares") and 9,468 shares were held directly by Parallel Fund (the "Parallel Fund Shares" and, together with the Fund III Shares, the Fund IV Shares, the GS Fund Shares and the AHM Fund Shares, the "Fund Shares").

F2: Wilbur L. Ross, Jr. ("Mr. Ross") is the managing member of El Vedado, LLC, the general partner of WL Ross Group, L.P., which in turn is the managing member of WLR Recovery Associates III LLC, WLR Recovery Associates IV LLC and WLR Master Co-Investment GP, LLC. WLR Recovery Associates III LLC is the general partner of Fund III and may be deemed to share voting and dispositive power over the Fund III Shares. WLR Recovery Associates IV LLC is the general partner of Fund IV and AHM Fund and may be deemed to share voting and dispositive power over the Fund IV Shares and the AGM Fund Shares. WLR Master Co-Investment GP, LLC is the general partner of GS Fund and may be deemed to share voting and dispositive power over the GS Fund Shares. Accordingly, WL Ross Group, L.P., El Vedado, LLC and Mr. Ross may be deemed to share voting and dispositive power over the Fund III Shares, the Fund IV Shares, the AHM Fund Shares and the GS Fund Shares.

F3: Invesco WLR IV Associates LLC is the general partner of Parallel Fund. Invesco Private Capital, Inc. is the managing member of Invesco WLR IV Associates LLC. Invesco WLR IV Associates LLC and WLR Recovery Associates IV LLC have entered into a parallel investment agreement pursuant to which WLR Recovery Associates IV LLC has been appointed as representative and attorney of Parallel Fund to, among other things, exercise all rights, powers and privileges with respect to the Common Stock owned by Parallel Fund that it deems fit. Accordingly, Invesco WLR IV Associates LLC, Invesco Private Capital, Inc., WLR Recovery Associates IV LLC, WL Ross Group, L.P., El Vedado, LLC and Mr. Ross can be deemed to share beneficial ownership over the shares to be held directly by Parallel Fund. Mr. Ross disclaims beneficial ownership of the Fund III Shares, the Fund IV Shares, the AHM Fund Shares, the GS Fund Share and the Parallel Fund Shares. Mr. Ross directly holds 1,756 shares of Common Stock.

F4: Convertible at any time at the option of the holder with no expiration date.