ONITY GROUP INC. — Director's Dealing 2016

Jan 7, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2016-01-06

Reporting Person: ERBEY WILLIAM C (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-06	Common Stock	M	69805	$5.808	Acquired	69805	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-06	Stock Options	$5.808	M	69805	Disposed	2016-03-08	Common Stock (69805)	Direct
2015-12-31	Preferred LP Interest	$	G	1	Disposed		Common Stock ()	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: Exercise price ($5.80844) reflects an adjustment for Ocwen Financial Corporation ("Ocwen") stock options outstanding on or before the Altisource Portfolio Solutions S.A. spin-off transaction completed on August 10, 2009 to adjust for the spin-off.

F2: These options were granted pursuant to a stock option award from Ocwen, dated March 8, 2006, that expires on March 8, 2016.

F3: On December 31, 2015, Erbey Holding Corporation, Inc. (a corporation wholly owned by Mr. Erbey) made a charitable gift of a 30% preferred limited partner interest in Munus, L.P. to 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 Ocwen shares were transferred as part of the gift and, as a result, Mr. Erbey's pecuniary interest in the shares of Ocwen did not change.