ONITY GROUP INC. — Director's Dealing 2021

Mar 31, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2021-03-29

Reporting Person: CELINI ALBERINO J (Chief Risk & Compliance)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-29	Common Stock	M	915	—	Acquired	915	Direct
2021-03-29	Common Stock	D	915	—	Disposed	0	Direct
2021-03-29	Common Stock	M	2200	—	Acquired	2200	Direct
2021-03-29	Common Stock	D	2200	—	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-29	Restricted Stock Units	$	M	915	Disposed		Common Stock (915)	Direct
2021-03-30	Restricted Stock Units	$	M	2200	Disposed		Common Stock (2200)	Direct

Footnotes

F1: On March 29, 2019, the reporting person was granted 2,747 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. Share number has been adjusted to give effect to the issuer's one-for-15 reverse stock split effective August 13, 2020. The transactions reported on this Form 4 reflect the settlement in cash pursuant to the terms of the award of 915 restricted stock units that vested pursuant to the award on March 29, 2021. On March 29, 2021, the closing price of OCN common stock was $26.99.

F2: On March 30, 2020, the reporting person was granted 6,600 restricted stock units scheduled to vest in three approximately equal 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. Share number has been adjusted to give effect to the issuer's one-for-15 reverse stock split effective August 13, 2020. The transactions reported on this Form 4 reflect the settlement in cash pursuant to the terms of the award of 2,200 restricted stock units that vested pursuant to the award on March 30, 2021. On March 30, 2021, the closing price of OCN common stock was $27.84.

F3: Not applicable.