ONITY GROUP INC. — Director's Dealing 2017

Apr 27, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2017-04-21

Reporting Person: ERBEY WILLIAM C (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-04-21	Call Options (obligation to sell)	$14.1822	E	10000	Disposed	2017-04-21	Common Stock (1000000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	69805	Direct
Common Stock	7849704	Indirect
Common Stock	9020352	Indirect

Footnotes

F1: Includes 1,000,000 shares transferred from Salt Pond Holdings, LLC ("Salt Pond") to Tribue Limited Partnership on April 26, 2017, following the expiration of the call options written by Salt Pond. This transaction resulted in a change in the form of beneficial ownership exempt under Rule 16a-13. As a result, Mr. Erbey no longer holds any shares of common stock of Ocwen Financial Corporation through Salt Pond.

F2: On April 21, 2017, call options previously written by Salt Pond expired out of the money.