ONITY GROUP INC. — Director's Dealing 2023

Apr 3, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2023-03-30

Reporting Person: Samarias Joseph J (EVP & Chief Legal Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-03-30	Common Stock	M	2600	—	Acquired	8309	Direct
2023-03-30	Common Stock	D	2600	—	Disposed	5709	Direct
2023-03-30	Common Stock	M	11457	—	Acquired	17166	Direct
2023-03-30	Common Stock	D	11457	—	Disposed	5709	Direct
2023-03-31	Common Stock	M	1838	—	Acquired	7547	Direct
2023-03-31	Common Stock	F	448	$27.12	Disposed	7099	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-03-30	Restricted Stock Units	$	M	2600	Disposed		Common Stock (2600)	Direct
2023-03-30	Restricted Stock Units	$	M	11457	Disposed		Common Stock (11457)	Direct
2023-03-31	Restricted Stock Units	$	M	1838	Disposed		Common Stock (1838)	Direct

Footnotes

F1: On March 30, 2020, the reporting person was granted 7,800 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 transaction reported reflects the settlement in cash pursuant to the terms of the award of 2,600 restricted stock units that vested pursuant to the award on March 30, 2023. On March 30, 2023, the closing price of OCN common stock was $25.92.

F2: On March 30, 2020, the reporting person was granted a target of 7,800 restricted stock units subject to both a performance-based condition and a time-based vesting schedule. Share number has been adjusted to give effect to the issuer's one-for-15 reverse stock split effective August 13, 2020. On March 30, 2023, the award vested at 147% of target 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. The transaction reported reflects the settlement in cash pursuant to the terms of the award of 11,457 restricted stock units that vested pursuant to the award on March 30, 2023. On March 30, 2023, the closing price of OCN common stock was $25.92.

F3: Not applicable.

F4: 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.

F5: Shares withheld pursuant to terms of the award to cover tax withholding obligations.