ONITY GROUP INC. — Director's Dealing 2020

May 15, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2020-05-13

Reporting Person: STEIN KEVIN (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-13	Common Stock	P	5000	$0.55	Acquired	67500	Direct
2020-05-14	Common Stock	P	10000	$0.61	Acquired	77500	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	41778	Indirect

Footnotes

F1: Includes 62,500 restricted stock units representing a contingent right to receive one share of OCN common stock (RSUs). The RSUs will vest, and the underlying shares of common stock will be delivered, on May 30, 2020, subject to certain conditions relating to the reporting person's service as a director of the issuer.

F2: This represents the weighted average purchase price. Purchase prices range from $0.5966 to $0.6125. Upon request by the Securities and Exchange Commission, the Issuer, or a stockholder of the Issuer, the reporting person will provide full information regarding the number of shares purchased at each separate price.

F3: These securities are held by The Kevin Stein Rev Living Trust U/A 4/30/19 of which Kevin and Robin Stein are the trustees.