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 *

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 (MM/DD/YYYY)

12/29/2015
(Street)

CHRISTIANSTED, ST. CROIX, VI 00824
(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   12/14/2015     J    5409704   D $0   0   I   By Erbey Holding Corporation, Inc.   (1)
Common Stock   12/14/2015     J    5409704   A $0   5409704   I   By Munus, L.P.   (1)
Common Stock   12/22/2015     J    5520852   D $0   4500000   I   By Salt Pond Holdings, LLC   (2)
Common Stock   12/22/2015     J    5520852   A $0   5520852   I   By Tribue Limited Partnership   (2)
Common Stock   12/23/2015     J    2500000   D $0   2000000   I   By Salt Pond Holdings, LLC   (2)
Common Stock   12/23/2015     J    2500000   A $0   8020852   I   By Tribue Limited Partnership   (2)
Common Stock                  0   D   (3)  
Common Stock                  2440000   I   By Caritas Partners, LLC   (3)

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
Call Options (obligation to sell)   (4) $8   12/29/2015     S         3000    12/29/2015   7/15/2016   Common Stock   300000   $97.50   3000   I   By Tribue Limited Partnership  
Call Options (obligation to sell)   (4) $8   12/29/2015     S         3000    12/29/2015   7/15/2016   Common Stock   300000   $95   3000   I   By Tribue Limited Partnership  
Call Options (obligation to sell)   (4) $10   12/29/2015     S         3000    12/29/2015   1/20/2017   Common Stock   300000   $92.5   3000   I   By Tribue Limited Partnership  
Call Options (obligation to sell)   (4) $10   12/29/2015     S         1000    12/29/2015   1/20/2017   Common Stock   100000   $90   1000   I   By Tribue Limited Partnership  

Explanation of Responses:
( 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
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


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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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