ONITY GROUP INC. — Director's Dealing 2017

Jan 24, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2017-01-20

Reporting Person: ERBEY WILLIAM C (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-20	Common Stock	X	193500	$2.5	Disposed	8755652	Indirect
2017-01-20	Common Stock	X	249500	$3.0	Disposed	8506152	Indirect
2017-01-20	Common Stock	X	236200	$3.50	Disposed	8269952	Indirect
2017-01-20	Common Stock	X	249600	$4.0	Disposed	8020352	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-20	Call Options (obligation to sell)	$2.5	X	1935	Disposed	2017-01-20	Common Stock (193500)	Indirect
2017-01-20	Call Options (obligation to sell)	$3.0	X	2495	Disposed	2017-01-20	Common Stock (249500)	Indirect
2017-01-20	Call Options (obligation to sell)	$3.50	X	2362	Disposed	2017-01-20	Common Stock (236200)	Indirect
2017-01-20	Call Options (obligation to sell)	$4.00	X	2496	Disposed	2017-01-20	Common Stock (249600)	Indirect
2017-01-20	Call Options (obligation to sell)	$10.00	E	4000	Disposed	2017-01-20	Common Stock (400000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	69805	Direct
Common Stock	7849704	Indirect
Common Stock	1000000	Indirect

Footnotes

F1: On January 20, 2017, call options previously written by Tribue Limited Partnership ("Tribue") were exercised.

F2: On January 20, 2017, call options previously written by Tribue expired out of the money.