ONITY GROUP INC. — Director's Dealing 2020

Mar 31, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2020-03-29

Reporting Person: Yanoti Timothy J (EVP & Chief Growth Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-03-29	Common Stock	M	45787	—	Acquired	93186	Direct
2020-03-29	Common Stock	D	45787	—	Disposed	47399	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-03-29	Restricted Stock Units	$	M	45787	Disposed		Common Stock (45787)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10000	Indirect

Footnotes

F1: 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. 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. The transactions reported on this Form 4 reflect the settlement in cash pursuant to the terms of the award of 45,787 restricted stock units that vested pursuant to the award on March 29, 2020. On March 27, 2020, the last trading day prior to the vesting date of March 29, 2020, the closing price of OCN common stock was $0.57.

F2: Not applicable.