ONITY GROUP INC. — Director's Dealing 2018

Nov 28, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2018-11-26

Reporting Person: Yanoti Timothy J (EVP & Chief Growth Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-11-26	Restricted Stock Units	$	A	58140	Acquired		Common Stock (58140)	Direct
2018-11-26	Restricted Stock Units	$	A	93023	Acquired		Common Stock (93023)	Direct
2018-11-26	Stock Option (right to buy)	$2.15	A	81395	Acquired	2028-11-26	Common Stock (81395)	Direct

Footnotes

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

F2: The Restricted Stock Units are scheduled to vest in three equal annual installments commencing November 26, 2019 subject to the reporting person's continued employment.

F3: If, on or before November 26, 2022, the average of the closing prices per share of OCN Common Stock for a period of twenty consecutive trading days, plus the amount of any dividends paid on a share of OCN Common Stock during the term of the award on or before the last day of that period, equals or exceeds $5.80, the restricted stock units will vest in four equal annual installments commencing November 26, 2019 (in each case, subject to the reporting person's continued employment, and if such date occurs before the date that the stock price-based vesting condition is satisfied, the vesting of that installment will occur on the satisfaction of the stock price-based vesting condition).

F4: The Stock Option is scheduled to vest in three equal annual installments commencing November 26, 2019 subject to the reporting person's continued employment.