ONITY GROUP INC. — Director's Dealing 2019

Oct 8, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2019-10-04

Reporting Person: Messina Glen A. (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-10-04	Common Stock	M	254854	—	Acquired	386854	Direct
2019-10-04	Common Stock	F	118099	$1.94	Disposed	268755	Direct
2019-10-04	Common Stock	M	72815	—	Acquired	341570	Direct
2019-10-04	Common Stock	F	33742	$1.94	Disposed	307828	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-10-04	Restricted Stock Units	$	M	254854	Disposed		Common Stock (254854)	Direct
2019-10-04	Restricted Stock Units	$	M	72815	Disposed		Common Stock (72815)	Direct

Footnotes

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

F2: Includes 132,000 shares held jointly with spouse.

F3: Shares withheld pursuant to terms of the award to cover tax withholding obligations.

F4: On October 4, 2018, the reporting person was granted 764,563 Restricted Stock Units scheduled to vest in three equal annual installments commencing October 4, 2019 subject to the reporting person's continued employment.

F5: On October 4, 2018, the reporting person was granted 218,447 Restricted Stock Units scheduled to vest in three equal annual installments commencing October 4, 2019 subject to the reporting person's continued employment.