ONITY GROUP INC. — Director's Dealing 2014

Apr 22, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2014-04-22

Reporting Person: ERBEY WILLIAM C (Director, Executive Chairman, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-04-22	Stock Options	$24.3800	J	1000000.0000	Disposed	2022-08-21	Common Stock (1000000.0000)	Direct

Footnotes

F1: On August 21, 2012, the Reporting Person was granted 2,000,000 stock options. 500,000 of the options vest in four equal annual increments, which vesting began on August 21, 2013. 1,000,000 of the options vest in four equal annual increments, which vesting began on August 1, 2013, the date as of which the stock price equaled or exceeded $48.76 with a 20% or greater annualized rate of return in the stock price measured from the date of grant ("performance-based options"). 500,000 of the options vest in four equal annual increments commencing on the date as of which the stock price equals or exceeds $73.14 with a 25% or greater annualized rate of return in the stock price measured from the date of grant ("extraordinary performance-based options"). On April 22, 2014, the Reporting Person surrendered 500,000 performance-based options and all of extraordinary performance-based options for no consideration.