ONITY GROUP INC. — Director's Dealing 2020

Oct 5, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2020-10-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-10-04	Common Stock	M	16990	—	Acquired	56008	Direct
2020-10-04	Common Stock	F	7873	$23.45	Disposed	48135	Direct
2020-10-04	Common Stock	M	4854	—	Acquired	52989	Direct
2020-10-04	Common Stock	F	2249	$23.45	Disposed	50740	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-10-04	Restricted Stock Units	$	M	16990	Disposed		Common Stock (16990)	Direct
2020-10-04	Restricted Stock Units	$	M	4854	Disposed		Common Stock (4854)	Direct

Footnotes

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

F2: Includes 20,554 shares held jointly with spouse. Share number has been adjusted to give effect to the issuer's one-for-15 reverse stock split effective August 13, 2020 (the "Reverse Split").

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

F4: On October 4, 2018, the reporting person was granted 50,970 Restricted Stock Units scheduled to vest in three equal annual installments commencing October 4, 2019 subject to the reporting person's continued employment. Share number has been adjusted to give effect to the Reverse Split.

F5: On October 4, 2018, the reporting person was granted 14,563 Restricted Stock Units scheduled to vest in three equal annual installments commencing October 4, 2019 subject to the reporting person's continued employment. Share number has been adjusted to give effect to the Reverse Split.