ONITY GROUP INC. — Director's Dealing 2015

Mar 5, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2015-01-15

Reporting Person: ERBEY WILLIAM C (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-15	Common Stock	M	47872	$4.8444	Acquired	47872	Direct
2015-01-15	Common Stock	J	47872	—	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-15	Stock Options	$4.8444	M	47872	Disposed	2015-01-31	Common Stock (47872)	Direct

Holdings (Non-Derivative)

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

Footnotes

F1: Exercise price reflects an adjustment for Ocwen Financial Corporation ("Ocwen") stock options outstanding on or before the Altisource Portfolio Solutions S.A. ("Altisource") spin-off transaction completed on August 10, 2009 to adjust for the spin-off.

F2: Represents transfer of shares to Salt Pond Holdings, LLC.

F3: Options vested in five equal increments on January 31 annually, commencing in 2005.