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: Soaries DeForest B. Jr. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-05-23	Common Stock	A	22272	—	Acquired	91588	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 May 23, 2019.

F2: Also includes 12,240 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 and 19,901 shares underlying previously vested RSUs that will be delivered on January 1, 2023.