SEC Form 4 · accession 0001019056-17-000338
ONITY GROUP INC. · ONIT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Timothy M. Hayes
Officer — EVP and General Counsel
Period of report
Mar 29, 2017
Accepted (ET)
Mar 31, 2017 · 5:38 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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F3 | Mar 29, 2017 | M | 18,334 | — | A | 40,049 | D | |
| Common StockF2,F3 | Mar 29, 2017 | F | 5,014 | $5.21 | D | 35,035 | D | |
| Common StockF1,F3 | Mar 29, 2017 | M | 18,125 | — | A | 53,160 | D | |
| Common StockF2,F3 | Mar 29, 2017 | F | 4,957 | $5.21 | D | 48,203 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F4 | — | Mar 29, 2017 | M | 18,334 | D | — | Mar 29, 2019 | Common Stock | 18,334 | 36,666 | D |
| Restricted Stock UnitsF1,F5 | — | Mar 29, 2017 | M | 18,125 | D | — | Mar 29, 2020 | Common Stock | 18,125 | 54,375 | D |
Explanation of responses
- F1Each Restricted Stock Unit represents a contingent right to receive one share of OCN common stock.
- F2Shares withheld pursuant to the terms of the award to cover tax withholding obligations.
- F3Includes 36,715 shares jointly held by Mr. and Mrs. Timothy M. Hayes.
- F4On March 29, 2016, the reporting person was granted 55,000 restricted stock units scheduled to vest in three annual installments of 18,334, 18,333 and 18,333, respectively, commencing March 29, 2017.
- F5On March 29, 2016, the reporting person was granted 72,500 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 18,125, 18,125, 18,125 and 18,125 commencing March 29, 2017.