ONITY GROUP INC. — Director's Dealing 2018

Apr 3, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2018-03-29

Reporting Person: FARIS RONALD M (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-29	Common Stock	M	76709	—	Acquired	629450	Direct
2018-03-29	Common Stock	F	30185	—	Disposed	599265	Direct
2018-03-29	Common Stock	M	150409	—	Acquired	749674	Direct
2018-03-29	Common Stock	F	59186	—	Disposed	690488	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-29	Restricted Stock Units	$	M	76709	Disposed		Common Stock (76709)	Direct
2018-03-29	Restricted Stock Units	$	M	150409	Disposed		Common Stock (150409)	Direct

Footnotes

F1: Each Restricted Stock Unit represents a contingent right to receive one share of OCN common stock for no additional consideration.

F2: Shares withheld pursuant to terms of the award to cover tax withholding obligations.

F3: On March 29, 2016, the reporting person was granted 230,126 restricted stock units scheduled to vest in three annual installments of 76,709, 76,709 and 76,708, respectively, commencing March 29, 2017, subject to the reporting person's continued employment.

F4: The Restricted Stock Units have no expiration date.

F5: On March 29, 2016, the reporting person was granted 601,635 performance-based restricted stock units subject to both a performance-based condition and a time-based vesting schedule. The grant provided that if, on or before the fourth anniversary of the transaction date of March 29, 2016, 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 on or before the last day of that period, equaled or exceeded $4.78, the restricted stock units would vest in four annual installments on the first, second, third and fourth anniversaries of March 29, 2016. This performance-based condition was satisfied on November 30, 2016. As a result, this award is scheduled to vest in four annual installments of 150,409, 150,409, 150,409 and 150,408 commencing March 29, 2017, subject to the reporting person's continued employment.