SEC Form 4 · accession 0001299709-16-000241

Axos Financial, Inc. · AX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — President and CEO · Director

Period of report

Jun 30, 2016

Accepted (ET)

Jul 5, 2016 · 4:20 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001299709

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Jun 30, 2016	M	280,000	$17.71	A	1,028,612	D
Common Stock^F2	Jun 30, 2016	F	154,693	$17.71	D	873,919	D
Common Stock	holding	—	—		—	428	I	401(k) Plan
Common Stock	holding	—	—		—	170,680	I	by Trust

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F3,F4	—	Jun 30, 2016	M	280,000	D	—	—	Common Stock	280,000	432,000	D

F1Represents shares of Common Stock issued on June 30, 2016 following the vesting of Restricted Stock Units (RSU's) which vest one-fourth each year. The RSU's were previously granted to the reporting person under the BofI Holding, Inc. 2004 and 2014 Stock Incentive Plan in connection with the reporting person's employment agreement as President and Chief Executive Officer.
F2Represents shares of Common Stock retained by BofI Holding, Inc. for tax witholding purposes in connection with the net-settlement on the issuance of shares of Common Stock in respect to the vested RSU's.
F3The RSU's were granted to the reporting person under the BofI Holding, Inc. 2004 and 2014 Stock Incentive Plan in connection with the reporting person's employment agreement as President and Chief Executive Officer. Each RSU represents a contingent right to receive one share of BofI Holding, Inc. Common Stock. The RSU's are accompanied by dividend equivalent rights.
F4The RSU's vest over four years, one-fourth on each fiscal year-end following the date of grant.