ONITY GROUP INC. — Director's Dealing 2016

Dec 7, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2016-12-05

Reporting Person: ERBEY WILLIAM C (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-05	Common Stock	X	200	$2.50	Disposed	9020652	Indirect
2016-12-06	Common Stock	X	300	$2.50	Disposed	9020352	Indirect
2016-12-06	Common Stock	X	500	$3.00	Disposed	9019852	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-05	Call Options (obligation to sell)	$2.50	X	2	Disposed	2018-01-19	Common Stock (200)	Indirect
2016-12-06	Call Options (obligation to sell)	$2.50	X	3	Disposed	2018-01-19	Common Stock (300)	Indirect
2016-12-06	Call Options (obligation to sell)	$3.00	X	5	Disposed	2017-01-20	Common Stock (500)	Indirect
2016-10-27	Membership Unit Interests	$	G	1	Disposed		Common Stock ()	Direct
2016-10-27	Membership Unit Interests	$	G	1	Acquired		Common Stock ()	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	69805	Direct
Common Stock	7849704	Indirect
Common Stock	1000000	Indirect

Footnotes

F1: On December 5, 2016 and December 6, 2016, call options previously written by Tribue Limited Partnership ("Tribue") were exercised.

F2: On October 27, 2016, Mr. Erbey gifted his 56.2% membership unit interests in Salt Pond Holdings, LLC to the Christiansted Trust, a U.S. Virgin Islands trust (the "Trust") in which Mr. Erbey has investment control and for which Mr. Erbey, Mr. and Mrs. Erbey's descendants and charitable organizations are the beneficiaries. No Ocwen shares were transferred as part of the gift and as a result, Mr. Erbey's beneficial ownership in the shares of Ocwen did not change.