ONITY GROUP INC. — Director's Dealing 2020

Apr 1, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2020-03-30

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-03-30	Restricted Stock Units	$	A	150000	Acquired		Common Stock (150000)	Direct
2020-03-30	Restricted Stock Units	$	A	150000	Acquired		Common Stock (150000)	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 30, 2020, the reporting person was granted 150,000 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 30, 2023 based on the relative ranking of the Issuer's absolute total shareholder return compared to the absolute total shareholder return of companies within the Issuer's pre-established peer group at designated measurement periods.

F3: Not applicable.

F4: On March 30, 2020, the reporting person was granted 150,000 restricted stock units scheduled to vest in three approximately equal annual installments on the first, second and third anniversaries of grant.