SEC Form 4 · accession 0001493152-18-004620

ONITY GROUP INC. · ONIT

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

Reporting owner

Officer — President and CEO · Director

Period of report

Mar 29, 2018

Accepted (ET)

Apr 2, 2018 · 9:43 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, 2018	M	76,709	—	A	629,450	D
Common Stock^F2	Mar 29, 2018	F	30,185	—	D	599,265	D
Common Stock^F1	Mar 29, 2018	M	150,409	—	A	749,674	D
Common Stock^F2	Mar 29, 2018	F	59,186	—	D	690,488	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F1,F3,F4	—	Mar 29, 2018	M	76,709	D	—	—	Common Stock	76,709	76,708	D
Restricted Stock Units^F1,F5,F4	—	Mar 29, 2018	M	150,409	D	—	—	Common Stock	150,409	300,818	D

F1Each Restricted Stock Unit represents a contingent right to receive one share of OCN common stock for no additional consideration.
F2Shares withheld pursuant to terms of the award to cover tax withholding obligations.
F3On March 29, 2016, the reporting person was granted 230,126 restricted stock units scheduled to vest in three annual installments of 76,709, 76,709 and 76,708, respectively, commencing March 29, 2017, subject to the reporting person's continued employment.
F4The Restricted Stock Units have no expiration date.
F5On March 29, 2016, the reporting person was granted 601,635 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 150,409, 150,409, 150,409 and 150,408 commencing March 29, 2017, subject to the reporting person's continued employment.