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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Britti John V. 		2. Issuer Name and Ticker or Trading Symbol

OCWEN FINANCIAL CORP [ OCN ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
EVP & Chief Investment Officer
(Last)          (First)          (Middle)

1000 ABERNATHY ROAD NE, SUITE 210 		3. Date of Earliest Transaction (MM/DD/YYYY)

9/5/2014
(Street)

ATLANTA, GA 30328
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock   9/5/2014     M    1324   A   (1) 17942   D    
Common Stock   10/24/2014     M    961   A   (2) 18903   D    
Common Stock   11/29/2014     M    838   A   (3) 19741   D    
Common Stock   9/5/2015     M    4864   A   (1) 24605   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Restricted Shares     (1) 9/5/2014     M         1324      (1)   (4) Common Stock   1324   $0   1   (1) D    
Performance Restricted Shares     (2) 10/24/2014     M         961      (2)   (4) Common Stock   961   $0   1   (2) D    
Performance Restricted Shares     (3) 11/29/2014     M         838      (3)   (4) Common Stock   838   $0   1   (3) D    
Performance Restricted Shares     (1) 9/5/2015     M         4864      (1)   (4) Common Stock   4864   $0   0   D    

Explanation of Responses:
( 1)  Reflects the number of shares issued upon vesting of one-fourth of a $150,000 cash-denominated, performance-based restricted stock award granted on March 5, 2012. The award vests in four equal annual increments of $37,500 commencing on the date as of which the share price equals or exceeds $26.34 with a 20% or greater annualized rate of return in the stock price measured from the date of grant, which vesting began on September 5, 2012.
( 2)  Reflects the number of shares issued upon vesting of one-fourth of a $75,000 cash-denominated, performance-based restricted stock award granted on March 5, 2012. The award vests in four equal annual increments of $18,750 commencing on the date as of which the share price equals or exceeds $39.51 with a 25% or greater annualized rate of return in the stock price measured from the date of grant, which vesting began on October 24, 2012.
( 3)  Reflects the number of shares issued upon vesting of one-fourth of a $75,000 cash-denominated restricted stock award granted on March 5, 2012. The award vests in four equal annual increments of $18,750 commencing on November 29, 2012.
( 4)  If Mr. Britti's employment terminates other than by reason of his retirement or disability prior to vesting of the entire restricted share rights, the restricted share rights shall terminate and be cancelled for the shares that have not already vested on the last day of Mr. Britti's employment with Ocwen Financial Corporation.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Britti John V.
1000 ABERNATHY ROAD NE
SUITE 210
ATLANTA, GA 30328

EVP & Chief Investment Officer

Signatures
/s/ Michael J. Stanton, Attorney-in-Fact 9/9/2015
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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