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: 2017-04-20

Reporting Person: Devaney John (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-04-20	Common Stock	S	11900	$4.12	Disposed	12402476	Indirect
2017-04-20	Common Stock	S	28061	$4.12	Disposed	12374415	Indirect
2017-04-20	Common Stock	P	50000	$4.06	Acquired	12424415	Indirect
2017-04-20	Common Stock	S	23300	$4.02	Disposed	12401115	Indirect
2017-04-20	Common Stock	S	106694	$4.00	Disposed	12294421	Indirect
2017-04-20	Common Stock	S	212907	$3.66	Disposed	12081514	Indirect
2017-04-20	Common Stock	P	150000	$3.57	Acquired	12231514	Indirect
2017-04-20	Common Stock	P	171016	$3.22	Acquired	12402530	Indirect
2017-04-20	Common Stock	S	2345393	$2.47	Disposed	10057137	Indirect
2017-04-20	Common Stock	P	2669193	$2.59	Acquired	12726330	Indirect
2017-04-21	Common Stock	S	500000	$2.65	Disposed	12226330	Indirect
2017-04-21	Common Stock	S	175000	$2.65	Disposed	12051330	Indirect
2017-04-21	Common Stock	P	350000	$2.47	Acquired	12401330	Indirect
2017-04-21	Common Stock	P	368000	$2.54	Acquired	12769330	Indirect
2017-04-21	Common Stock	S	340000	$2.61	Disposed	12429330	Indirect
2017-04-21	Common Stock	S	410000	$2.61	Disposed	12019330	Indirect
2017-04-21	Common Stock	P	378505	$2.69	Acquired	12397835	Indirect
2017-04-21	Common Stock	P	165220	$2.59	Acquired	12563055	Indirect
2017-04-21	Common Stock	S	50000	$2.37	Disposed	12513055	Indirect
2017-04-21	Common Stock	S	125518	$2.39	Disposed	12387537	Indirect
2017-04-21	Common Stock	S	900000	$2.41	Disposed	11487537	Indirect
2017-04-21	Common Stock	S	574482	$2.41	Disposed	10913055	Indirect
2017-04-21	Common Stock	X	1188000	$3.50	Acquired	12101055	Indirect
2017-04-21	Common Stock	X	153100	$3.50	Acquired	12254155	Indirect
2017-04-21	Common Stock	X	929600	$3.00	Acquired	13183755	Indirect
2017-04-21	Common Stock	S	810000	$2.26	Disposed	12373755	Indirect

Footnotes

F1: The price reported for this transaction is the weighted average price of multiple acquisition trades at prices ranging from $2.22 to $4.06 and disposition trades at prices ranging from $2.20 to 4.13. Mr. Devaney hereby undertakes to provide upon request by the Commission staff, the issuer, or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F2: The reported securities are owned indirectly by D. John Devaney ("Devaney"). Devaney controls United Real Estate Ventures, Inc. ("UREVI"), the entity that purchased or sold the shares of the issuer's common stock in the reported transactions. Prior to the transactions reported on this Form 4, Devaney directly, through personal accounts and retirement accounts, and indirectly, through United Aviation Holdings, Inc. ("UAHI"), United Capital Markets, Inc. ("UCMI"), United Capital Markets Holdings, Inc. ("UCMHI"), and UREVI, all entities controlled by Devaney, beneficially owned 12,414,376 shares of the issuer's common stock.

F3: The reported securities are owned indirectly by Devaney. Devaney controls UCMI, the entity that purchased or sold the shares of the issuer's common stock in the reported transactions. Prior to the transactions reported on this Form 4, Devaney directly, through personal accounts and retirement accounts, and indirectly, through UAHI, UCMI, UCMHI, and UREVI, all entities controlled by Devaney, beneficially owned 12,414,376 shares of the issuer's common stock.

F4: The reported securities are owned directly by Devaney, who purchased or sold the shares of the issuer's common stock in the reported transactions. Prior to the transactions reported on this Form 4, Devaney directly, through personal accounts and retirement accounts, and indirectly, through UAHI, UCMI, UCMHI, and UREVI, all entities controlled by Devaney, beneficially owned 12,414,376 shares of the issuer's common stock.

F5: Transaction occurred at a time when Mr. Devaney's beneficial ownership was under 10% of the outstanding class of common stock.