ONITY GROUP INC. — Director's Dealing 2019

Apr 15, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2019-04-11

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-04-11	Restricted Stock Units	$	A	57895	Acquired		Common Stock (57895)	Direct
2019-04-11	Restricted Stock Units	$	A	565327	Acquired		Common Stock (565327)	Direct
2019-04-11	Restricted Stock Units	$	A	565326	Acquired		Common Stock (565326)	Direct

Footnotes

F1: Each Restricted Stock Unit represents a contingent right to receive a cash payment equal to the closing price of one share of OCN common stock on the applicable vesting date.

F2: On April 11, 2019, the reporting person was granted 57,895 restricted stock units subject to both a performance-based condition and a time-based vesting schedule. The target number of units subject to the award is reported above. On each of the first, second and third anniversaries of grant, between 0% and 200% of one-third of the target number of units will be eligible to vest based on the extent to which a pre-established cumulative absolute total shareholder return level is met.

F3: Each Restricted Stock Unit represents a contingent right to receive one share of OCN common stock.

F4: On April 11, 2019, the reporting person was granted 565,327 restricted stock units subject to both a performance-based condition and a time-based vesting schedule. The target number of units subject to the award is reported above. Between 0% and 200% of the target number of units will be eligible to vest on April 11, 2022 based on the extent to which a pre-established absolute total shareholder return level is met.

F5: On April 11, 2019, the reporting person was granted 565,326 restricted stock units scheduled to vest in three equal annual installments on the first, second and third anniversaries of grant.