ONITY GROUP INC. — Director's Dealing 2021

Mar 4, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2021-03-02

Reporting Person: Anderson Scott William (EVP & Chief Servicing Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-02	Restricted Stock Units	$	A	6855	Acquired		Common Stock (6855)	Direct
2021-03-02	Restricted Stock Units	$	A	6856	Acquired		Common Stock (6856)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of OCN common stock on the vesting date, provided that if the issuance of shares would cause any applicable share limit under the Issuer's 2017 Performance Incentive Plan to be exceeded, the reporting person shall receive a cash payment equal to the closing price of one share of OCN common stock on the vesting date.

F2: On March 2, 2021, the reporting person was granted 6,855 restricted stock units scheduled to vest in three approximately equal annual installments on the first, second, and third anniversaries of grant, subject to the reporting person's continued employment and certain other conditions.

F3: Not applicable.

F4: On March 2, 2021, the reporting person was granted 6,856 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 March 2, 2024 based on the relative ranking of the Issuer's absolute total shareholder return compared to the absolute total shareholder return of companies within the Issuer's pre-established peer group at designated measurement periods.