ONITY GROUP INC. — Director's Dealing 2017

Feb 28, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2017-02-24

Reporting Person: Walker Arthur C Jr (SVP, Global Tax)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-24	Common Stock	M	2557	—	Acquired	20736	Direct
2017-02-24	Common Stock	F	699	$4.225	Disposed	20037	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-24	Restricted Stock Units	$	M	2557	Disposed	2019-02-24	Common Stock (2557)	Direct

Footnotes

F1: Each Restricted Stock Unit represents a contingent right to receive one share of OCN common stock.

F2: Shares withheld pursuant to the terms of the award to cover tax withholding obligations.

F3: On February 24, 2015, the reporting person was granted 7,669 restricted stock units that are scheduled to vest in three annual installments of 2,557, 2,556 and 2556, respectively, commencing February 24, 2017.