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: Yanoti Timothy J (EVP & Chief Growth Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-29	Restricted Stock Units	$	A	137363	Acquired		Common Stock (137363)	Direct
2019-03-29	Restricted Stock Units	$	A	137362	Acquired		Common Stock (137362)	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 March 29, 2019, the reporting person was granted 137,363 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.

F3: On March 29, 2019, the reporting person was granted 137,362 restricted stock units scheduled to vest in three approximately equal annual installments on the first, second and third anniversaries of grant.