ONITY GROUP INC. — Director's Dealing 2013

Aug 9, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2013-08-07

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-08-07	Common Stock	M	53560.0000	$6.4652	Acquired	394265.0000	Direct
2013-08-07	Common Stock	M	13390.0000	$3.7237	Acquired	407655.0000	Direct
2013-08-07	Common Stock	F	32670.0000	$50.1600	Disposed	374985.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-08-07	Stock Options	$3.7237	M	13390.0000	Disposed	2014-01-31	Common Stock (13390.0000)	Direct
2013-08-07	Stock Options	$6.4652	M	53560.0000	Disposed	2014-01-31	Common Stock (53560.0000)	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, 2004, and one fifth of the Option became exercisable after the commencement of each of the second, third, fourth and fifth years of the term of the Option.