Statement of Changes in Beneficial Ownership (4)
April 13 2016 - 5:03PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
ERBEY WILLIAM C
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2. Issuer Name
and
Ticker or Trading Symbol
OCWEN FINANCIAL CORP
[
OCN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
P.O. BOX 25437
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/13/2016
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(Street)
CHRISTIANSTED, ST. CROIX, VI 00824
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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5409704
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I
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By Munus, L.P.
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Common Stock
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2000000
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I
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By Salt Pond Holdings, LLC
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Common Stock
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8020852
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I
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By Tribue Limited Partnership
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Common Stock
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2440000
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I
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By Caritas Partners, LLC
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Non-Voting LLC Interest
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(1)
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3/31/2016
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G
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V
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1
(1)
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(1)
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(1)
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Common Stock
(1)
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(1)
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$0
(1)
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0
(1)
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I
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By Caritas Partners, LLC
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Membership Unit Interests
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(2)
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3/31/2016
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G
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V
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1
(2)
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(2)
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(2)
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Common Stock
(2)
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(2)
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$0
(2)
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0
(2)
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I
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By Spouse
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Membership Unit Interests
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(2)
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3/31/2016
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G
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V
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1
(2)
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(2)
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(2)
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Common Stock
(2)
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(2)
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$0
(2)
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0
(2)
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I
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By Frederiksted Trust
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Call Options (obligation to sell)
(3)
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$5.00
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4/13/2016
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S
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10000
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4/13/2016
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1/19/2018
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Common Stock
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1000000
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$41.00
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10000
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I
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By Tribue Limited Partnership
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Explanation of Responses:
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(
1)
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On March 31, 2016, Caritas Charitable Remainder Trust, a former member of Caritas Partners, LLC ("Caritas") was dissolved and Caritas made a charitable gift of a 99% non-voting LLC interest in Caritas to a donor advised fund within The Community Foundation of West Georgia, Inc., a Georgia nonprofit corporation exempt from federal income taxes under Internal Revenue Code ("Code") section 501(c)(3), a public charity described in Code section 170(b)(1)(A)(vi). No shares of Ocwen Financial Corp ("Ocwen") were transferred as part of the gift and Mr. Erbey maintains investment in, and voting control over, Caritas. As a result, Mr. Erbey's beneficial ownership in the shares of Ocwen did not change.
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(
2)
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On March 31, 2016, E. Elaine Erbey, Mr. Erbey's spouse, gifted her 24.5% membership unit interests in Salt Pond Holdings, LLC to the Frederiksted Trust, a U.S. Virgin Islands trust (the "Trust") in which Mr. Erbey has investment control and for which Mr. Erbey, Mr. and Mrs. Erbey's descendants and charitable organizations are the beneficiaries. No Ocwen shares were transferred as part of the gift and as a result, Mr. Erbey's beneficial ownership in the shares of Ocwen did not change.
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(
3)
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Option transaction entered into by Tribue Limited Partnership, a U.S. Virgin Islands limited partnership, in which Salt Pond Holdings, LLC (56.2% of which is owned by Mr. Erbey, 24.5% of which is owned by the Trust and 19.3% of which is owned by Erbey Holding Corporation, Inc., a corporation wholly-owned by Mr. Erbey) has a 90% preferred limited partner interest and a 9.9% common limited partner interest and Mr. Erbey has a 0.1% general partner interest.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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ERBEY WILLIAM C
P.O. BOX 25437
CHRISTIANSTED, ST. CROIX, VI 00824
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X
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Signatures
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/s/ William C. Erbey
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4/13/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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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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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