ONITY GROUP INC. — Director's Dealing 2017

Jan 20, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2017-01-18

Reporting Person: ERBEY WILLIAM C (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-18	Common Stock	X	51500	$2.5	Disposed	8962352	Indirect
2017-01-18	Common Stock	X	12800	$3.5	Disposed	8949552	Indirect
2017-01-18	Common Stock	X	400	$4	Disposed	8949152	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-18	Call Options (obligation to sell)	$2.5	X	515	Disposed	2017-01-20	Common Stock (51500)	Indirect
2017-01-18	Call Options (obligation to sell)	$3.5	X	128	Disposed	2017-01-20	Common Stock (12800)	Indirect
2017-01-18	Call Options (obligation to sell)	$4	X	4	Disposed	2017-01-20	Common Stock (400)	Indirect

Holdings (Non-Derivative)

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

Footnotes

F1: On January 18, 2017, call options previously written by Tribue Limited Partnership were exercised.