SEC Form 4 · accession 0001019056-17-000332

ONITY GROUP INC. · ONIT

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

Reporting owner

Officer — EVP & Chief Financial Officer

Period of report

Mar 29, 2017

Accepted (ET)

Mar 31, 2017 · 5:34 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000873860

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Common Stock^F1	Mar 29, 2017	M	21,667	—	A	35,382	D
Common Stock^F2	Mar 29, 2017	F	5,926	$5.21	D	29,456	D
Common Stock^F1	Mar 29, 2017	M	21,250	—	A	50,706	D
Common Stock^F2	Mar 29, 2017	F	5,812	$5.21	D	44,894	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F1,F3	—	Mar 29, 2017	M	21,667	D	—	Mar 29, 2019	Common Stock	21,667	43,333	D
Restricted Stock Units^F1,F4	—	Mar 29, 2017	M	21,250	D	—	Mar 29, 2020	Common Stock	21,250	63,750	D

F1Each Restricted Stock Unit represents a contingent right to receive one share of OCN common stock.
F2Shares withheld pursuant to terms of the award to cover tax withholding obligations.
F3On March 29, 2016, the reporting person was granted 65,000 restricted stock units scheduled to vest in three annual installments of 21,667, 21,667 and 21,666, respectively, commencing March 29, 2017.
F4On March 29, 2016, the reporting person was granted 85,000 performance-based restricted stock units subject to both a performance-based condition and a time-based vesting schedule. The grant provided that if, on or before the fourth anniversary of the transaction date of March 29, 2016, the average of the closing prices per share of OCN Common Stock for a period of twenty consecutive trading days, plus the amount of any dividends paid on a share of OCN Common Stock on or before the last day of that period, equaled or exceeded $4.78, the restricted stock units would vest in four annual installments on the first, second, third and fourth anniversaries of March 29, 2016. This performance-based condition was satisfied on November 30, 2016. As a result, this award is scheduled to vest in four annual installments of 21,250, 21,250, 21,250 and 21,250 commencing March 29, 2017.