ONITY GROUP INC. — Director's Dealing 2013

May 10, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2013-05-08

Reporting Person: LACY WILLIAM H (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-08	Restricted Stock Units	$0.0000	A	1520.0000	Acquired		Common Stock (1520.0000)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.

F2: The restricted stock units vest on June 1, 2014. Vested shares will be delivered to the reporting person on the six-month anniversary of the date the reporting person's service on the board of directors terminates.