ONITY GROUP INC. — Director's Dealing 2015

Sep 9, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2014-09-05

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-09-05	Common Stock	M	1324	—	Acquired	17942	Direct
2014-10-24	Common Stock	M	961	—	Acquired	18903	Direct
2014-11-29	Common Stock	M	838	—	Acquired	19741	Direct
2015-09-05	Common Stock	M	4864	—	Acquired	24605	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-09-05	Performance Restricted Shares	$	M	1324	Disposed		Common Stock (1324)	Direct
2014-10-24	Performance Restricted Shares	$	M	961	Disposed		Common Stock (961)	Direct
2014-11-29	Performance Restricted Shares	$	M	838	Disposed		Common Stock (838)	Direct
2015-09-05	Performance Restricted Shares	$	M	4864	Disposed		Common Stock (4864)	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.

F4: 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.