ONITY GROUP INC. — Director's Dealing 2015

Feb 26, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2015-02-24

Reporting Person: Bourque Michael R Jr (Executive Vice President & CFO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-24	Employee Stock Option (right to buy)	$10.14	A	32772	Acquired	2025-02-24	Common Stock (32772)	Direct
2015-02-24	Restricted Stock Units	$	A	15337	Acquired	2019-02-24	Common Stock (15337)	Direct
2015-02-24	Restricted Stock Units	$	A	48231	Acquired	2019-02-24	Common Stock (48231)	Direct

Footnotes

F1: The option is scheduled to vest in four equal annual installments on the first, second, third and fourth anniversaries of the transaction date reported above.

F2: Each restricted stock unit represents a contingent right to receive one share of OCN Common Stock.

F3: The restricted stock units are scheduled to vest in three equal annual installments on the second, third and fourth anniversaries of the transaction date reported above.

F4: If, on or before the fourth anniversary of the transaction date reported above, the average of the closing prices per share of OCN Common Stock for a period of twenty consecutive trading days, plus the amount of any dividends paid on a share of OCN Common Stock during the term of the award on or before the last day of that period, equals or exceeds $16.26, the restricted stock units will vest in four equal annual installments on the first, second, third and fourth anniversaries of the transaction date reported above (in each case, if such date occurs before the date that the stock price-based vesting condition is satisfied, the vesting of that installment will occur on the satisfaction of the stock price-based vesting condition).