ONITY GROUP INC. — Director's Dealing 2015

May 20, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2015-05-18

Reporting Person: ERBEY WILLIAM C (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-18	Call Options (obligation to sell)	$12.1562	S	1	Disposed	2015-12-18	Common Stock (2500000)	Indirect
2015-05-18	Call Options (obligation to sell)	$12.1562	S	1	Disposed	2016-05-20	Common Stock (500000)	Indirect
2015-05-18	Call Options (obligation to sell)	$13.1692	S	1	Disposed	2016-05-20	Common Stock (500000)	Indirect
2015-05-18	Call Options (obligation to sell)	$14.1822	S	1	Disposed	2017-04-21	Common Stock (1000000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	0	Direct
Common Stock	10020852	Indirect
Common Stock	2440000	Indirect
Common Stock	5409704	Indirect

Footnotes

F1: Option transaction entered into by Salt Pond Holdings, LLC, a Virgin Islands limited liability company, which is 56.291% owned by Mr. Erbey, 24.284% owned by Mr. Erbey's spouse, and 19.425% owned by Erbey Holding Corporation, a corporation wholly-owned by Mr. Erbey.