Devaney John Form 3 OCWEN FINANCIAL / John Devaney ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Devaney John

(Last) (First) (Middle)

240 CRANDON BOULEVARD

SUITE 167

(Street)

KEY BISCAYNE FL 33149

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/03/2015

3. Issuer Name and Ticker or Trading Symbol
OCWEN FINANCIAL CORP [ OCN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,657,010	D(1)
Common Stock	3,230,155	I(2)	See footnote(2)
Common Stock	5,043,691	I(3)	See footnote(3)
Common Stock	2,308,156	I(4)	See footnote(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Call Option (right to buy)	(5)	01/15/2016	Common Stock, par value $0.01	124,000(6)	12.5	I(7)	See footnote(7)
Call Option (right to buy)	(5)	01/20/2017	Common Stock, par value $0.01	175,000(8)	15	I(9)	See footnote(9)

Explanation of Responses:

1. The reported securities are owned directly by D. John Devaney ("Devaney") in personal accounts and retirement accounts.

2. The reported securities are owned indirectly by Devaney. Devaney controls United Capital Markets Holdings, Inc. ("UCMHI"), which is the parent of United Aviations Holdings, Inc., the entity that owns 3,230,155 shares of the issuer's common stock.

3. The reported securities are owned indirectly by Devaney. Devaney controls UCMHI which is the parent of United Capital Markets, Inc. ("UCMI"), the entity that owns 5,043,691 shares of the issuer's common stock.

4. The reported securities are owned indirectly by Devaney. Devaney controls United Real Estate Ventures, Inc. ("UREVI"), the entity that owns 2,308,156 shares of the issuer's common stock.

5. These options are exercisable at any time prior to their expiration.

6. These options are represented by 1,240 call option contracts, each representing a right to purchase 100 shares of the issuer's common stock at a price of $12.50 per share.

7. The reported securities are owned indirectly by Devaney through UREVI.

8. These options are represented by 1,750 call option contracts, each representing a right to purchase 100 shares of the issuer's common stock at a price of $15.00 per share.

9. The reported securities are owned indirectly by Devaney through UCMI.

	/s/ D. John Devaney	08/05/2015
	** 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 5 (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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