Edgar Filing: OCWEN FINANCIAL CORP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ERBEY WILLIAM C

2. Issuer Name and Ticker or Trading Symbol
OCWEN FINANCIAL CORP [OCN]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

P.O. BOX 25437

3. Date of Earliest Transaction (Month/Day/Year)
12/29/2015

(Street)

CHRISTIANSTED, ST. CROIX, VI 00824

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/14/2015		J		5,409,704	D	$ 0	0	I	By Erbey Holding Corporation, Inc. ⁽¹⁾
Common Stock	12/14/2015		J		5,409,704	A	$ 0	5,409,704	I	By Munus, L.P. ⁽¹⁾
Common Stock	12/22/2015		J		5,520,852	D	$ 0	4,500,000	I	By Salt Pond Holdings, LLC ⁽²⁾
Common Stock	12/22/2015		J		5,520,852	A	$ 0	5,520,852	I	By Tribue Limited Partnership ⁽²⁾
Common Stock	12/23/2015		J		2,500,000	D	$ 0	2,000,000	I	By Salt Pond Holdings, LLC ⁽²⁾
Common Stock	12/23/2015		J		2,500,000	A	$ 0	8,020,852	I	By Tribue Limited Partnership ⁽²⁾
Common Stock								0	D ⁽³⁾
Common Stock								2,440,000	I	By Caritas Partners, LLC ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Call Options (obligation to sell) ⁽⁴⁾

$ 8

12/29/2015

3,000

12/29/2015

07/15/2016

Common Stock

300,000

$ 97.5

3,000

By Tribue Limited Partnership

Call Options (obligation to sell) ⁽⁴⁾

$ 8

12/29/2015

3,000

12/29/2015

07/15/2016

Common Stock

300,000

$ 95

3,000

By Tribue Limited Partnership

Call Options (obligation to sell) ⁽⁴⁾

$ 10

12/29/2015

3,000

12/29/2015

01/20/2017

Common Stock

300,000

$ 92.5

3,000

By Tribue Limited Partnership

Call Options (obligation to sell) ⁽⁴⁾

$ 10

12/29/2015

1,000

12/29/2015

01/20/2017

Common Stock

100,000

$ 90

1,000

By Tribue Limited Partnership

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ERBEY WILLIAM C P.O. BOX 25437 CHRISTIANSTED, ST. CROIX, VI 00824		X

Signatures

/s/ William C. Erbey		12/30/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	During 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.
(2)	Tribue 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.
(3)	The 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.
(4)	Option 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.

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