SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

1. Name and Address of Reporting Person^*

ZELENY DENNIS

(Last)

(First)

(Middle)

1661 WORTHINGTON ROAD, SUITE 100

(Street)

WEST PALM BEACH

33409

(City)

(State)

(Zip)

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 Admin Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/30/2023

4. If Amendment, Date of 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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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	03/30/2023		M		4,723	A	⁽¹⁾	7,521	D
Common Stock	03/30/2023		D		4,723	D	⁽¹⁾	2,798	D
Common Stock	03/30/2023		M		20,811	A	⁽²⁾	23,609	D
Common Stock	03/30/2023		D		20,811	D	⁽²⁾	2,798	D
Common Stock	03/31/2023		M		2,450	A	⁽⁴⁾	5,248	D
Common Stock	03/31/2023		F⁽⁵⁾		1,132	D	$27.12	4,116	D

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	03/30/2023		M			4,723	⁽¹⁾	⁽³⁾	Common Stock	4,723	$0	0	D
Restricted Stock Units	⁽²⁾	03/30/2023		M			20,811	⁽²⁾	⁽³⁾	Common Stock	20,811	$0	0	D
Restricted Stock Units	⁽⁴⁾	03/31/2023		M			2,450	⁽⁴⁾	⁽³⁾	Common Stock	2,450	$0	4,902	D

Explanation of Responses:

1. On March 30, 2020, the reporting person was granted 14,166 restricted stock units scheduled to vest in three approximately equal installments on the first, second, and third anniversaries of grant. Each restricted stock unit represents a contingent right to receive a cash payment equal to the closing price of one share of OCN common stock on the applicable vesting date. Share number has been adjusted to give effect to the issuer's one-for-15 reverse stock split effective August 13, 2020. The transaction reported reflects the settlement in cash pursuant to the terms of the award of 4,723 restricted stock units that vested pursuant to the award on March 30, 2023. On March 30, 2023, the closing price of OCN common stock was $25.92.

2. On March 30, 2020, the reporting person was granted a target of 14,166 restricted stock units subject to both a performance-based condition and a time-based vesting schedule. Share number has been adjusted to give effect to the issuer's one-for-15 reverse stock split effective August 13, 2020. On March 30, 2023, the award vested at 147% of target based on the relative ranking of the Issuer's absolute total shareholder return compared to the absolute total shareholder return of companies within the Issuer's pre-established peer group at designated measurement periods. The transaction reported reflects the settlement in cash pursuant to the terms of the award of 20,811 restricted stock units that vested pursuant to the award on March 30, 2023. On March 30, 2023, the closing price of OCN common stock was $25.92.

3. Not applicable.

4. On March 31, 2022, the reporting person was granted 7,352 restricted stock units scheduled to vest in three approximately equal annual installments on the first, second, and third anniversaries of grant, subject to the reporting person's continued employment and certain other conditions.

5. Shares withheld pursuant to terms of the award to cover tax withholding obligations.

	/s/ Leah E. Hutton, Attorney-in-Fact for Dennis Zeleny	04/03/2023
	** 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).
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SEC Form 4 filed by Zeleny Dennis