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: Hayes Timothy M. (EVP & General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-24	Common Stock	M	5113	—	Acquired	23113	Direct
2017-02-24	Common Stock	F	1398	$4.225	Disposed	21715	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-24	Restricted Stock Units	$	M	5113	Disposed	2019-02-24	Common Stock (5113)	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: Includes 15,000 shares jointly held by Mr. and Mrs. Timothy M. Hayes.

F4: On February 24, 2015, the reporting person was granted 15,337 restricted stock units that are scheduled to vest in three annual installments of 5,113, 5,112 and 5,112, respectively, commencing February 24, 2017.