ONITY GROUP INC. — Director's Dealing 2016

Apr 13, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2016-04-13

Reporting Person: ERBEY WILLIAM C (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-31	Non-Voting LLC Interest	$	G	1	Disposed		Common Stock ()	Indirect
2016-03-31	Membership Unit Interests	$	G	1	Disposed		Common Stock ()	Indirect
2016-03-31	Membership Unit Interests	$	G	1	Acquired		Common Stock ()	Indirect
2016-04-13	Call Options (obligation to sell)	$5.00	S	10000	Disposed	2018-01-19	Common Stock (1000000)	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: On March 31, 2016, Caritas Charitable Remainder Trust, a former member of Caritas Partners, LLC ("Caritas") was dissolved and Caritas made a charitable gift of a 99% non-voting LLC interest in Caritas to a donor advised fund within The Community Foundation of West Georgia, Inc., a Georgia nonprofit corporation exempt from federal income taxes under Internal Revenue Code ("Code") section 501(c)(3), a public charity described in Code section 170(b)(1)(A)(vi). No shares of Ocwen Financial Corp ("Ocwen") were transferred as part of the gift and Mr. Erbey maintains investment in, and voting control over, Caritas. As a result, Mr. Erbey's beneficial ownership in the shares of Ocwen did not change.

F2: On March 31, 2016, E. Elaine Erbey, Mr. Erbey's spouse, gifted her 24.5% membership unit interests in Salt Pond Holdings, LLC to the Frederiksted 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.

F3: 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 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.