ONITY GROUP INC. — Director's Dealing 2015

Dec 30, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2015-12-29

Reporting Person: ERBEY WILLIAM C (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-14	Common Stock	J	5409704	—	Disposed	0	Indirect
2015-12-14	Common Stock	J	5409704	—	Acquired	5409704	Indirect
2015-12-22	Common Stock	J	5520852	—	Disposed	4500000	Indirect
2015-12-22	Common Stock	J	5520852	—	Acquired	5520852	Indirect
2015-12-23	Common Stock	J	2500000	—	Disposed	2000000	Indirect
2015-12-23	Common Stock	J	2500000	—	Acquired	8020852	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-12-29	Call Options (obligation to sell)	$8	S	3000	Disposed	2016-07-15	Common Stock (300000)	Indirect
2015-12-29	Call Options (obligation to sell)	$8	S	3000	Disposed	2016-07-15	Common Stock (300000)	Indirect
2015-12-29	Call Options (obligation to sell)	$10	S	3000	Disposed	2017-01-20	Common Stock (300000)	Indirect
2015-12-29	Call Options (obligation to sell)	$10	S	1000	Disposed	2017-01-20	Common Stock (100000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	0	Direct
Common Stock	2440000	Indirect

Footnotes

F1: During December 2015, Erbey Holding Corporation, Inc. was restructured into Munus L.P., a U.S. limited partnership, in which Erbey Holding Corporation, Inc. (100% of which is owned by Mr. Erbey) has a 99% preferred LP interest and Mr. Erbey has a 1% GP interest. On December 14, 2015, 5,409,704 shares of Ocwen Financial Corp ("Ocwen") were transferred from Erbey Holding Corporation, Inc. to Munus L.P. This change in the form of Mr. Erbey's beneficial ownership did not change his pecuniary interest in the shares of Ocwen.

F2: Tribue Limited Partnership is a Virgin Islands limited partnership, established in December 2015, in which Salt Pond Holdings, LLC (80.7% of which is owned by Mr. Erbey and 19.3% of which is owned by Erbey Holding Corporation, Inc., a corporation wholly-owned by Mr. Erbey) has a 99.9% LP interest and Mr. Erbey has a 0.1% GP interest. On December 22, 2015 and December 23, 2015, 5,520,852 shares of Ocwen and 2,500,000 shares of Ocwen, respectively, were transferred from Salt Pond Holdings, LLC to Tribue Limited Partnership. This change in the form of Mr. Erbey's beneficial ownership did not change his pecuniary interest in the shares of Ocwen.

F3: The restructuring described in notes 1 and 2 above did not change the number of Ocwen shares held indirectly by Mr. Erbey through Caritas Partners, LLC. Mr. Erbey does not hold any Ocwen shares directly.

F4: Option transaction entered into by Tribue Limited Partnership, a Virgin Islands limited partnership, which is 99.9% owned by Salt Pond Holdings, LLC and 0.1% owned by Mr. Erbey.