ONITY GROUP INC. — Director's Dealing 2019

Apr 3, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2019-03-29

Reporting Person: Anderson Scott William (EVP & Chief Servicing Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-29	Common Stock	M	20000	—	Acquired	155789	Direct
2019-03-29	Common Stock	F	4870	$1.82	Disposed	150919	Direct
2019-03-29	Common Stock	M	20000	—	Acquired	170919	Direct
2019-03-29	Common Stock	F	4870	$1.82	Disposed	166049	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-29	Restricted Stock Units	$	M	20000	Disposed		Common Stock (20000)	Direct
2019-03-29	Restricted Stock Units	$	M	20000	Disposed		Common Stock (20000)	Direct
2019-03-29	Restricted Stock Units	$	A	96153	Acquired		Common Stock (96153)	Direct
2019-03-29	Restricted Stock Units	$	A	82418	Acquired		Common Stock (82418)	Direct
2019-03-29	Restricted Stock Units	$	A	82417	Acquired		Common Stock (82417)	Direct

Footnotes

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

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

F3: On March 29, 2016, the reporting person was granted 60,000 restricted stock units scheduled to vest in three annual installments of 20,000, 20,000 and 20,000, 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 80,000 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 20,000, 20,000, 20,000 and 20,000 commencing March 29, 2017, subject to the reporting person's continued employment.

F6: 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.

F7: On March 29, 2019, the reporting person was granted 96,153 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.

F8: On March 29, 2019, the reporting person was granted 82,418 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 March 29, 2022 based on the extent to which a pre-established absolute total shareholder return level is met.

F9: On March 29, 2019, the reporting person was granted 82,417 restricted stock units scheduled to vest in three approximately equal annual installments on the first, second and third anniversaries of grant.