SEC Form 4 · accession 0001140361-15-045985

ONITY GROUP INC. · ONIT

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

Reporting owner

William C Erbey

10% Owner

Period of report

Dec 29, 2015

Accepted (ET)

Dec 30, 2015 · 5:24 pm EST

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 Stock^F1	Dec 14, 2015	J	5,409,704	$0.00	D	0	I	By Erbey Holding Corporation, Inc.
Common Stock^F1	Dec 14, 2015	J	5,409,704	$0.00	A	5,409,704	I	By Munus, L.P.
Common Stock^F2	Dec 22, 2015	J	5,520,852	$0.00	D	4,500,000	I	By Salt Pond Holdings, LLC
Common Stock^F2	Dec 22, 2015	J	5,520,852	$0.00	A	5,520,852	I	By Tribue Limited Partnership
Common Stock^F2	Dec 23, 2015	J	2,500,000	$0.00	D	2,000,000	I	By Salt Pond Holdings, LLC
Common Stock^F2	Dec 23, 2015	J	2,500,000	$0.00	A	8,020,852	I	By Tribue Limited Partnership
Common Stock^F3	holding	—	—		—	0	D
Common Stock^F3	holding	—	—		—	2,440,000	I	By Caritas Partners, LLC

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Call Options (obligation to sell)^F4	$8.00	Dec 29, 2015	S	3,000	D	Dec 29, 2015	Jul 15, 2016	Common Stock	300,000	3,000	I
Call Options (obligation to sell)^F4	$8.00	Dec 29, 2015	S	3,000	D	Dec 29, 2015	Jul 15, 2016	Common Stock	300,000	3,000	I
Call Options (obligation to sell)^F4	$10.00	Dec 29, 2015	S	3,000	D	Dec 29, 2015	Jan 20, 2017	Common Stock	300,000	3,000	I
Call Options (obligation to sell)^F4	$10.00	Dec 29, 2015	S	1,000	D	Dec 29, 2015	Jan 20, 2017	Common Stock	100,000	1,000	I

Explanation of responses

F1During December 2015, Erbey Holding Corporation, Inc. was restructured into Munus L.P., a U.S. limited partnership, in which Erbey Holding Corporation, Inc. (100% of which is owned by Mr. Erbey) has a 99% preferred LP interest and Mr. Erbey has a 1% GP interest. On December 14, 2015, 5,409,704 shares of Ocwen Financial Corp ("Ocwen") were transferred from Erbey Holding Corporation, Inc. to Munus L.P. This change in the form of Mr. Erbey's beneficial ownership did not change his pecuniary interest in the shares of Ocwen.
F2Tribue Limited Partnership is a Virgin Islands limited partnership, established in December 2015, in which Salt Pond Holdings, LLC (80.7% of which is owned by Mr. Erbey and 19.3% of which is owned by Erbey Holding Corporation, Inc., a corporation wholly-owned by Mr. Erbey) has a 99.9% LP interest and Mr. Erbey has a 0.1% GP interest. On December 22, 2015 and December 23, 2015, 5,520,852 shares of Ocwen and 2,500,000 shares of Ocwen, respectively, were transferred from Salt Pond Holdings, LLC to Tribue Limited Partnership. This change in the form of Mr. Erbey's beneficial ownership did not change his pecuniary interest in the shares of Ocwen.
F3The restructuring described in notes 1 and 2 above did not change the number of Ocwen shares held indirectly by Mr. Erbey through Caritas Partners, LLC. Mr. Erbey does not hold any Ocwen shares directly.
F4Option transaction entered into by Tribue Limited Partnership, a Virgin Islands limited partnership, which is 99.9% owned by Salt Pond Holdings, LLC and 0.1% owned by Mr. Erbey.