ONITY GROUP INC. — Director's Dealing 2014

May 16, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2014-05-14

Reporting Person: Hayes Timothy M. (EVP, Gen. Counsel & Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-14	Common Stock	A	15000.0000	$0.0000	Acquired	16000.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-14	Employee Stock Option (right to buy)	$34.3200	A	60000.0000	Acquired	2024-05-14	Common Stock (60000.0000)	Direct

Footnotes

F1: One-fourth of the option vests in four equal annual increments commencing May 14, 2015, one-half of the option vests in four equal annual increments commencing on the date as of which the stock price equals or exceeds $68.64 with a 20% or greater annualized rate of return in the stock price measured from the date of grant, and one-fourth of the option vests in four equal annual increments commencing on the date as of which the stock price equals or exceeds $102.96 with a 25% or greater annualized rate of return in the stock price measured from the date of grant, subject to certain conditions and limitations.