ONITY GROUP INC. — Director's Dealing 2021

Aug 17, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2019-08-12

Reporting Person: Grunenwald Francois (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-08-12	Common Stock	M	1134	—	Acquired	1134	Direct
2020-08-12	Common Stock	D	1134	—	Disposed	0	Direct
2021-08-12	Common Stock	M	1133	—	Acquired	1133	Direct
2021-08-12	Common Stock	D	1133	—	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-08-12	Restricted Stock Units	$	A	3401	Acquired		Common Stock (3401)	Direct
2019-08-12	Restricted Stock Units	$	A	3401	Acquired		Common Stock (3401)	Direct
2020-08-12	Restricted Stock Units	$	M	1134	Disposed		Common Stock (1134)	Direct
2021-08-12	Restricted Stock Units	$	M	1133	Disposed		Common Stock (1133)	Direct

Footnotes

F1: On August 12, 2019, the reporting person was granted 3,401 restricted stock units scheduled to vest in three approximately equal installments on the first, second, and third anniversaries of grant subject to the reporting person's continued employment. 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. All information has been adjusted to give effect to the issuer's one-for-15 reverse stock split effective August 13, 2020.

F2: The reported transactions reflect the settlement in cash pursuant to the terms of the award of 1,134 restricted stock units that vested pursuant to the award on August 12, 2020 and were not previously reported. On August 12, 2020, the closing price of OCN common stock was $22.35.

F3: The reported transactions reflect the settlement in cash pursuant to the terms of the award of 1,133 restricted stock units that vested pursuant to the award on August 12, 2021. On August 12, 2021, the closing price of OCN common stock was $29.01.

F4: On August 12, 2019, the reporting person was granted 3,401 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 August 12, 2022 based on the extent to which a pre-established absolute total shareholder return level is met.

F5: Not applicable.