ONITY GROUP INC. — Director's Dealing 2021

Oct 5, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2021-10-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-10-04	Common Stock	M	16990	—	Acquired	87886	Direct
2021-10-04	Common Stock	F	7873	$28.76	Disposed	80013	Direct
2021-10-04	Common Stock	M	4854	—	Acquired	84867	Direct
2021-10-04	Common Stock	F	2249	$28.76	Disposed	82618	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-10-04	Restricted Stock Units	$	M	16990	Disposed		Common Stock (16990)	Direct
2021-10-04	Restricted Stock Units	$	M	4854	Disposed		Common Stock (4854)	Direct

Footnotes

F1: On October 4, 2018, the reporting person was granted 50,970 Restricted Stock Units ("RSUs") representing a contingent right to receive one share of OCN common stock 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 issuer's one-for-15 reverse stock split effective August 13, 2020 (the "Reverse Split").

F2: Includes 20,554 shares held jointly with spouse.

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

F4: On October 4, 2018, the reporting person was granted 14,563 RSUs 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.