ONITY GROUP INC. — Director's Dealing 2013

Aug 26, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2013-08-22

Reporting Person: Malik Nikhil (CFO, Ocwen Mortgage Servicing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-08-22	Common Stock	M	7500.0000	$24.3800	Acquired	7500.0000	Direct
2013-08-22	Common Stock	S	7500.0000	$50.4886	Disposed	0.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-08-22	Stock Options	$24.3800	M	7500.0000	Disposed	2022-08-21	Common Stock (7500.0000)	Direct

Footnotes

F1: 25% of the original grant of 40,000 options vest in four equal annual increments, which vesting began on August 21, 2013; 50% of the options vest in four equal annual increments commencing on the date as of which the stock price has at least doubled the exercise price with a 20% or greater annualized rate of return in the stock price measured from the date of grant, which vesting began on August 1, 2013; and 25% of the options vest in four equal annual increments commencing on the date as of which the stock price has at least tripled the exercise price with a 25% or greater annualized rate of return in the stock price measured from the date of grant.