ONITY GROUP INC. — Director's Dealing 2017

Jun 2, 2017

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2017-05-24

Reporting Person: MOENICKHEIM PETER (EVP and Chief Risk Officer)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$0	2020-02-14	Common Stock (15000)		Direct
Restricted Stock Units	$0	2021-02-14	Common Stock (20000)		Direct

Footnotes

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

F2: On February 14, 2017, the reporting person was granted 15,000 restricted stock units scheduled to vest in three equal installments commencing February 14, 2018.

F3: On February 14, 2017, the reporting person was granted 20,000 performance-based restricted stock units subject to both a performance-based condition and a time-based vesting schedule. The grant provided that if, on or before the fourth anniversary of the transaction date of February 14, 2017, 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 on or before the last day of that period, equaled or exceeded $11.72, the restricted stock units would vest in four annual installments on the first, second, third and fourth anniversaries of February 14, 2017 (in each case, if such anniversary 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).