ONITY GROUP INC. — Director's Dealing 2022

Apr 4, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2022-03-31

Reporting Person: Samarias Joseph J (EVP & General Counsel)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-03-31	Restricted Stock Units	$	A	5514	Acquired		Common Stock (5514)	Direct
2022-03-31	Restricted Stock Units	$	A	5515	Acquired		Common Stock (5515)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of OCN common stock on the vesting date.

F2: On March 31, 2022, the reporting person was granted 5,514 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 31, 2022, the reporting person was granted 5,515 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.