ONITY GROUP INC. — Director's Dealing 2019

Feb 26, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2019-02-24

Reporting Person: Hayes Timothy M. (EVP & General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-24	Common Stock	M	5112	—	Acquired	84492	Direct
2019-02-24	Common Stock	F	1874	$2.01	Disposed	82618	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-24	Restricted Stock Units	$	M	5112	Disposed		Common Stock (5112)	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 February 24, 2015, the reporting person was granted 15,337 restricted stock units scheduled to vest in three approximately equal annual installments commencing February 24, 2017 subject to the reporting person's continued employment. The Restricted Stock Units have no expiration date.