OCN Ocwen Financial Corp

As filed with the Securities and Exchange Commission on June 26, 2015

Registration No. 333–163996

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
on
FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

OCWEN FINANCIAL CORPORATION

(Exact name of Registrant as specified in its charter)

1000 Abernathy Road NE, Suite 210

Atlanta, Georgia 30328

(561) 682-8000
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Michael R. Bourque, Jr.
Executive Vice President and Chief Financial Officer
c/o 1000 Abernathy Road NE, Suite 210

Atlanta, Georgia 30328

(561) 682-8000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: Not applicable.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 relates to the Shelf Registration Statement on Form S-3 (Registration No. 333-163996) of Ocwen Financial Corporation, a Florida corporation (the “Registrant”), which was initially filed with the Securities and Exchange Commission on December 23, 2009 and became effective on January 5, 2010 (the “Registration Statement”). The Registration Statement was filed with respect to the offer and resale by the selling stockholders named in the prospectus from time to time of 5,471,500 shares of common stock, par value $0.01 per share of the Registrant. The Registrant is no longer obligated to keep the Registration Statement effective pursuant to the Registrant’s agreement with the selling stockholders named in the prospectus.

Pursuant to the undertaking made by the Registrant in the Registration Statement to remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering, the Registrant is filing this Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 to terminate the effectiveness of such Registration Statement and to deregister all shares of common stock registered thereunder that remain unsold as of the date hereof.

Signatures

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this post-effective amendment to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, on June 26, 2015.

Note: No other person is required to sign this post-effective amendment to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.

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