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: Britti John V. (EVP & Chief Investment Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-03-29	Common Stock	M	18125	—	Acquired	157726	Direct
2020-03-29	Common Stock	F	5501	$0.57	Disposed	152225	Direct
2020-03-29	Common Stock	M	24725	—	Acquired	176950	Direct
2020-03-29	Common Stock	D	24725	—	Disposed	152225	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-03-29	Restricted Stock Units	$	M	18125	Disposed		Common Stock (18125)	Direct
2020-03-29	Restricted Stock Units	$	M	24725	Disposed		Common Stock (24725)	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 March 29, 2019, the reporting person was granted 74,175 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 24,725 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.

F4: On March 29, 2016, the reporting person was granted 72,500 performance-based restricted stock units subject to both a performance-based condition and a time-based vesting schedule. The grant provided that if, on or before the fourth anniversary of the transaction date of March 29, 2016, the average of the closing prices per share of OCN Common Stock for a period of twenty consecutive trading days, plus the amount of any dividends paid on a share of OCN Common Stock on or before the last day of that period, equaled or exceeded $4.78, the restricted stock units would vest in four annual installments on the first, second, third and fourth anniversaries of March 29, 2016. This performance-based condition was satisfied on November 30, 2016. As a result, this award vested in four annual installments of 18,125 commencing March 29, 2017.

F5: Not applicable.