ONITY GROUP INC. — Director's Dealing 2015

Oct 27, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2015-10-24

Reporting Person: Britti John V. (EVP & Chief Investment Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-10-24	Common Stock	M	2516	—	Acquired	27121	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-10-24	Performance Restricted Shares	$	M	2516	Disposed		Common Stock (2516)	Direct

Footnotes

F1: 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.

F2: If Mr. Britti's employment terminates other than by reason of his retirement or disability prior to vesting of the entire restricted share rights, the restricted share rights shall terminate and be cancelled for the shares that have not already vested on the last day of Mr. Britti's employment with Ocwen Financial Corporation.