ONITY GROUP INC. — Director's Dealing 2016

Apr 1, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2016-03-29

Reporting Person: Dondzila Catherine M (SVP & Chief Accounting Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-29	Restricted Stock Units	$	A	36000	Acquired	2019-03-29	Common Stock (36000)	Direct
2016-03-29	Restricted Stock Units	$	A	47500	Acquired	2020-03-29	Common Stock (47500)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of OCN Common Stock.

F2: The restricted stock units are scheduled to vest in three equal annual installments on the first, second, and third anniversaries of the transaction date reported above.

F3: If, on or before the fourth anniversary of the transaction date reported above, the average of the closing prices per share of OCN Common Stock for a period of twenty consecutive trading days, plus the amount of any dividends paid on a share of OCN Common Stock during the term of the award on or before the last day of that period, equals or exceeds $4.78, the restricted stock units will vest in four equal annual installments on the first, second, third and fourth anniversaries of the transaction date reported above (in each case, if such date occurs before the date that the stock price-based vesting condition is satisfied, the vesting of that installment will occur on the satisfaction of the stock price-based vesting condition).