ONITY GROUP INC. — Director's Dealing 2022

Nov 7, 2022

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2022-11-01

Reporting Person: Evans Jenna D. (Chief Risk & Compliance)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	948	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (967)		Direct
Restricted Stock Units	$		Common Stock (2900)		Direct
Restricted Stock Units	$		Common Stock (1103)		Direct
Restricted Stock Units	$		Common Stock (1654)		Direct
Restricted Stock Units	$		Common Stock (1940)		Direct
Restricted Stock Units	$		Common Stock (1940)		Direct

Footnotes

F1: 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.

F2: On March 30, 2020, the reporting person was granted 2,900 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 and certain other conditions. Share number has been adjusted to give effect to the Issuer's one-for-15 reverse stock split effective August 13, 2020.

F3: Not applicable.

F4: On March 30, 2020, the reporting person was granted 2,900 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 30, 2023 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. Share number has been adjusted to give effect to the Issuer's one-for-15 reverse stock split effective August 13, 2020.

F5: On March 2, 2021, the reporting person was granted 1,654 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.

F6: On March 2, 2021, the reporting person was granted 1,654 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.

F7: On March 31, 2022, the reporting person was granted 1,940 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.

F8: On March 31, 2022, the reporting person was granted 1,940 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 31, 2025 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.