ONITY GROUP INC. — Director's Dealing 2016

Jul 22, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2016-07-20

Reporting Person: ERBEY WILLIAM C (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-12	Common Stock	J	2440000	—	Disposed	0	Indirect
2016-05-12	Common Stock	J	2440000	—	Acquired	7849704	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-07-15	Call Options (obligation to sell)	$8.00	E	1	Disposed	2016-07-15	Common Stock (300000)	Indirect
2016-07-15	Call Options (obligation to sell)	$8.00	E	1	Disposed	2016-07-15	Common Stock (300000)	Indirect
2016-07-20	Call Options (obligation to sell)	$2.50	S	20000	Disposed	2018-01-19	Common Stock (2000000)	Indirect
2016-07-20	Call Options (obligation to sell)	$2.50	S	20000	Disposed	2018-01-19	Common Stock (2000000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	69805	Direct
Common Stock	1000000	Indirect
Common Stock	9020852	Indirect

Footnotes

F1: On May 12, 2016, 2,440,000 shares of Ocwen Financial Corp ("Ocwen") were transferred from Caritas Partners, LLC to Munus, L.P. This change in the form of Mr. Erbey's ownership did not change his pecuniary interest in the shares of Ocwen.

F2: On July 15, 2016, two call options previously written by Mr. Erbey via his holdings in Tribue Limited Partnership ("Tribue") expired out of the money.

F3: Option transaction entered into by Tribue in which Salt Pond Holdings, LLC (56.2% of which is owned by Mr. Erbey, 24.5% of which is owned by the Frederiksted Trust, a U.S. Virgin Islands Trust, and 19.3% of which is owned by Erbey Holding Corporation, Inc., a corporation wholly-owned by Mr. Erbey) has a 90% preferred limited partner interest and a 9.9% common limited partner interest and Mr. Erbey has a 0.1% general partner interest.