ONITY GROUP INC. — Director's Dealing 2016

Apr 30, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2016-04-28

Reporting Person: KINGSTOWN CAPITAL PARTNERS, LLC (10% Owner, See Explanation of Responses)
Reporting Person: Kingstown Partners Master Ltd. (10% Owner, See Explanation of Responses)
Reporting Person: Kingstown Partners II, L.P. (10% Owner, See Explanation of Responses)
Reporting Person: Ktown, LP (10% Owner, See Explanation of Responses)
Reporting Person: KINGSTOWN CAPITAL MANAGEMENT L.P. (10% Owner, See Explanation of Responses)
Reporting Person: KINGSTOWN MANAGEMENT GP LLC (10% Owner, See Explanation of Responses)
Reporting Person: BLITZER MICHAEL (10% Owner, See Explanation of Responses)
Reporting Person: SHANON GUY (10% Owner, See Explanation of Responses)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-04-29	Common Stock, $.01 par value	S	162100	$2.2612	Disposed	7990051	Indirect
2016-04-29	Common Stock, $.01 par value	S	41350	$2.2612	Disposed	2004117	Indirect
2016-04-29	Common Stock, $.01 par value	S	46550	$2.2612	Disposed	2255832	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-04-28	Cash-Settled Total Return Swap	$8.0053	S	1	Disposed	2017-08-04	Common Stock, $.01 par value (147119)	Indirect
2016-04-28	Cash-Settled Total Return Swap	$7.6299	S	1	Disposed	2017-08-04	Common Stock, $.01 par value (267000)	Indirect
2016-04-28	Cash-Settled Total Return Swap	$6.9496	S	1	Disposed	2017-08-04	Common Stock, $.01 par value (140814)	Indirect
2016-04-28	Cash-Settled Total Return Swap	$7.2136	S	1	Disposed	2017-08-04	Common Stock, $.01 par value (35036)	Indirect
2016-04-28	Cash-Settled Total Return Swap	$7.8750	S	1	Disposed	2017-08-04	Common Stock, $.01 par value (71381)	Indirect
2016-04-28	Cash-Settled Total Return Swap	$4.9315	S	1	Disposed	2017-08-04	Common Stock, $.01 par value (14964)	Indirect
2016-04-28	Cash-Settled Total Return Swap	$7.6299	S	1	Disposed	2017-08-04	Common Stock, $.01 par value (78274)	Indirect
2016-04-28	Cash-Settled Total Return Swap	$6.9496	S	1	Disposed	2017-08-04	Common Stock, $.01 par value (27246)	Indirect
2016-04-28	Cash-Settled Total Return Swap	$7.2136	S	1	Disposed	2017-08-04	Common Stock, $.01 par value (6779)	Indirect
2016-04-28	Cash-Settled Total Return Swap	$4.9315	S	1	Disposed	2017-08-04	Common Stock, $.01 par value (60222)	Indirect
2016-04-28	Cash-Settled Total Return Swap	$8.0053	S	1	Disposed	2017-08-04	Common Stock, $.01 par value (11082)	Indirect
2016-04-28	Cash-Settled Total Return Swap	$7.6299	S	1	Disposed	2017-08-04	Common Stock, $.01 par value (60500)	Indirect
2016-04-28	Cash-Settled Total Return Swap	$6.9496	S	1	Disposed	2017-08-04	Common Stock, $.01 par value (32131)	Indirect
2016-04-28	Cash-Settled Total Return Swap	$7.2136	S	1	Disposed	2017-08-04	Common Stock, $.01 par value (7994)	Indirect
2016-04-28	Cash-Settled Total Return Swap	$7.8750	S	1	Disposed	2017-08-04	Common Stock, $.01 par value (41681)	Indirect
2016-04-28	Cash-Settled Total Return Swap	$5.7500	S	1	Disposed	2017-08-04	Common Stock, $.01 par value (33418)	Indirect
2016-04-28	Cash-Settled Total Return Swap	$4.9315	S	1	Disposed	2017-08-04	Common Stock, $.01 par value (7410)	Indirect
2016-04-29	Cash-Settled Total Return Swap	$4.9315	S	1	Disposed	2017-08-04	Common Stock, $.01 par value (276509)	Indirect
2016-04-29	Cash-Settled Total Return Swap	$4.9315	S	1	Disposed	2017-08-04	Common Stock, $.01 par value (37278)	Indirect
2016-04-29	Cash-Settled Total Return Swap	$5.2100	S	1	Disposed	2017-08-04	Common Stock, $.01 par value (33257)	Indirect
2016-04-29	Cash-Settled Total Return Swap	$4.9315	S	1	Disposed	2017-08-04	Common Stock, $.01 par value (79405)	Indirect

Footnotes

F1: This Form 4 is filed jointly by Kingstown Capital Management L.P. ("Kingstown Capital"), Kingstown Management GP LLC ("Kingstown Management"),Kingstown Capital Partners, LLC ("General Partner"), Kingstown Partners Master Ltd. ("Master Fund"), Kingstown Partners II, L.P. ("Fund II"), Ktown, LP ("Ktown"), Michael Blitzer and Guy Shanon (collectively, the "Reporting Persons"). Each Reporting Person, as a member of a "group" with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the securities directly owned by the other Reporting Persons.

F2: Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. As of April, 29 2016, the Reporting Persons ceased to own in the aggregate more than 10% of the Issuer's outstanding shares of Common Stock.

F3: Securities owned directly by Master Fund. Kingstown Capital is the investment manager of Master Fund. Kingstown Management is the general partner of Kingstown Capital. Each of Mr. Blitzer and Mr. Shanon is a managing member of Kingstown Management. By virtue of these relationships, each of Kingstown Capital, Kingstown Management, Mr. Blitzer and Mr. Shanon may be deemed to beneficially own the securities owned by Master Fund.

F4: Securities owned directly by Fund II. General Partner is the general partner of Fund II. Kingstown Capital is the investment manager of Fund II. KingstownManagement is the general partner of Kingstown Capital. Each of Mr. Blitzer and Mr. Shanon is a managing member of Kingstown Management. By virtue of these relationships, each of General Partner, Kingstown Capital, Kingstown Management, Mr. Blitzer and Mr. Shanon may be deemed to beneficially own the securities owned by Fund II.

F5: Securities owned directly by Ktown. General Partner is the general partner of Ktown. Kingstown Capital is the investment manager of Ktown. Kingstown Management is the general partner of Kingstown Capital. Each of Mr. Blitzer and Mr. Shanon is a managing member of Kingstown Management. By virtue of these relationships, each of General Partner, Kingstown Capital, Kingstown Management, Mr. Blitzer and Mr. Shanon may be deemed to beneficially own the securities owned by Ktown.

F6: Master Fund has entered into certain cash-settled total return swap agreements (the "Master Fund Swap Agreements") with an unaffiliated third party financial institution, which provide Master Fund with economic exposure to an aggregate of 217,102 notional shares of Common Stock. The Master Fund Swap Agreements provide Master Fund with economic results that are comparable to the economic results of ownership but do not provide Master Fund with the power to vote or direct the voting or dispose of or direct the disposition of the shares of Common Stock that are the subject of the Master Fund Swap Agreements (the "Master Fund Subject Shares"). The Reporting Persons expressly disclaim beneficial ownership of the Master Fund Subject Shares except to the extent of its, or his pecuniary interest therein.

F7: Fund II has entered into certain cash-settled total return swap agreements (the "Fund II Swap Agreements") with an unaffiliated third party financial institution, which provide Fund II with economic exposure to an aggregate of 50,788 notional shares of Common Stock. The Fund II Swap Agreements provide Fund II with economic results that are comparable to the economic results of ownership but do not provide Fund II with the power to vote or direct the voting or dispose of or direct the disposition of the shares of Common Stock that are the subject of the Fund II Swap Agreements (the "Fund II Subject Shares"). The Reporting Persons expressly disclaim beneficial ownership of the Fund II Subject Shares except to the extent of its, or his pecuniary interest therein.

F8: Ktown has entered into certain cash-settled total return swap agreements (the "Ktown Swap Agreements") with an unaffiliated third party financial institution, which provide Ktown with economic exposure to an aggregate of 57,110 notional shares of Common Stock. The Ktown Swap Agreements provide Ktown with economic results that are comparable to the economic results of ownership but do not provide Ktown with the power to vote or direct the voting or dispose of or direct the disposition of the shares of Common Stock that are the subject of the Ktown Swap Agreements (the "Ktown Subject Shares"). The Reporting Persons expressly disclaim beneficial ownership of the Ktown Subject Shares except to the extent of its, or his pecuniary interest therein.

F9: Represents the reference price associated with the applicable cash-settled total return swap agreement.