ONITY GROUP INC. — Director's Dealing 2018

May 25, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2018-05-23

Reporting Person: Salcetti Robert A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-05-23	Common Stock	A	22272	—	Acquired	62101	Direct
2018-05-24	Common Stock	M	37175	—	Acquired	99276	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-05-24	Restricted Stock Units	$	M	37175	Disposed		Common Stock (37175)	Direct

Footnotes

F1: Consists of restricted stock units representing a contingent right to receive one share of OCN common stock for no additional consideration (RSUs). The RSUs will vest May 23, 2019, subject to certain conditions relating to the reporting person's service as a director of the issuer, and the underlying shares of common stock will be delivered on the six-month anniversary of the date the reporting person's service on the board of directors terminates.

F2: Also includes 19,901 shares underlying previously vested RSUs that will be delivered on the six-month anniversary of the date the reporting person's service on the board of directors terminates.

F3: Consists of RSUs granted to the reporting person on May 24, 2017, which vested May 24, 2018. The underlying shares of common stock will be delivered on the six-month anniversary of the date the reporting person's service on the board of directors terminates.