ONITY GROUP INC. — Director's Dealing 2015

Feb 20, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2015-01-16

Reporting Person: FARIS RONALD M (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-16	Common Stock	M	37301	$4.844	Acquired	411408	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-16	Stock Options	$4.844	M	37301	Disposed	2015-01-31	Common Stock (37301)	Direct

Footnotes

F1: Exercise price reflects an adjustment made to 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: Includes 106,091 shares jointly held by Mr. and Mrs. Ronald M. Faris.

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