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ONITY GROUP INC. Director's Dealing 2015

May 12, 2015

33237_dirs_2015-05-12_9f1d155c-b270-4e95-9410-dab7fefa9521.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2015-05-08

Reporting Person: Soaries DeForest B. Jr. (Director)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2015-05-08 Restricted Stock Units $0.0000 A 2373 Acquired Common Stock (2373) Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.

F2: The restricted stock units vest on June 1, 2015. Vested shares will be delivered to the reporting person on the six-month anniversary of the date the reporting person's service on the board of directors terminates.