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ONITY GROUP INC. Director's Dealing 2014

Jan 30, 2014

33237_dirs_2014-01-30_b3bea2ab-5b95-45f4-a9a2-2f7de7c259b3.zip

Director's Dealing

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SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2013-12-31

Reporting Person: Britti John V. (EVP and CFO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-09-05 Common Stock A 1436.0000 $0.0000 Acquired 19436.0000 Direct
2012-09-05 Common Stock F 466.0000 $26.1300 Disposed 18970.0000 Direct
2012-10-24 Common Stock A 500.0000 $0.0000 Acquired 19470.0000 Direct
2012-10-24 Common Stock F 163.0000 $37.5700 Disposed 19307.0000 Direct
2012-11-29 Common Stock A 527.0000 $0.0000 Acquired 19834.0000 Direct
2012-11-29 Common Stock F 2119.0000 $35.5800 Disposed 17715.0000 Direct
2013-09-05 Common Stock A 703.0000 $0.0000 Acquired 18418.0000 Direct
2013-09-05 Common Stock F 235.0000 $53.3700 Disposed 18183.0000 Direct
2013-10-24 Common Stock A 324.0000 $0.0000 Acquired 18507.0000 Direct
2013-10-24 Common Stock F 109.0000 $58.0100 Disposed 18398.0000 Direct
2013-11-29 Common Stock A 332.0000 $0.0000 Acquired 18730.0000 Direct
2013-11-29 Common Stock F 2112.0000 $56.5100 Disposed 16618.0000 Direct

Footnotes

F1: Reflects the number of shares issued upon vesting of one-fourth of a $150,000 cash-denominated, performance-based restricted stock award granted on March 5, 2012. The award vests in four equal annual increments of $37,500 commencing on the date as of which the share price equals or exceeds $26.34 with a 20% or greater annualized rate of return in the stock price measured from the date of grant, which vesting began on September 5, 2012.

F2: Reflects the number of shares issued upon vesting of one-fourth of a $75,000 cash-denominated, performance-based restricted stock award granted on March 5, 2012. The award vests in four equal annual increments of $18,750 commencing on the date as of which the share price equals or exceeds $39.51 with a 25% or greater annualized rate of return in the stock price measured from the date of grant, which vesting began on October 24, 2012.

F3: Reflects the number of shares issued upon vesting of one-fourth of a $75,000 cash-denominated restricted stock award granted on March 5, 2012. The award vests in four equal annual increments of $18,750 commencing on November 29, 2012.