ONITY GROUP INC. — Director's Dealing 2016

May 3, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2016-04-29

Reporting Person: ERBEY WILLIAM C (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-04-29	Call Options (obligation to sell)	$2.50	S	2500	Disposed	2017-01-20	Common Stock (250000)	Indirect
2016-04-29	Call Options (obligation to sell)	$3.00	S	2500	Disposed	2017-01-20	Common Stock (250000)	Indirect
2016-04-29	Call Options (obligation to sell)	$3.50	S	2500	Disposed	2017-01-20	Common Stock (250000)	Indirect
2016-04-29	Call Options (obligation to sell)	$4.00	S	2500	Disposed	2017-01-20	Common Stock (250000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5409704	Indirect
Common Stock	2000000	Indirect
Common Stock	8020852	Indirect
Common Stock	2440000	Indirect

Footnotes

F1: Option transaction entered into by Tribue Limited Partnership, a U.S. Virgin Islands limited partnership, 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.