Onity (ONIT) Form 4 OCWEN FINANCIAL / Arthur C Walker Jr ownership change

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^*

Walker Arthur C Jr

(Last) (First) (Middle)

1661 WORTHINGTON ROAD

SUITE 100

(Street)

WEST PALM BEACH FL 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)
SVP, Global Tax

3. Date of Earliest Transaction (Month/Day/Year)
03/29/2017

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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/29/2017		M		12,000	A	(1)	32,037	D
Common Stock	03/29/2017		F		3,282	D(2)	$5.21	28,755	D
Common Stock	03/29/2017		M		11,875	A	(1)	40,630	D
Common Stock	03/29/2017		F		3,248	D(2)	$5.21	37,382	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	03/29/2017		M			12,000	(3)	03/29/2019	Common Stock	12,000	$0	24,000	D
Restricted Stock Units	(1)	03/29/2017		M			11,875	(4)	03/29/2020	Common Stock	11,875	$0	35,625	D

Explanation of Responses:

1. Each Restricted Stock Unit represents a contingent right to receive one share of OCN common stock.

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

3. On March 29, 2016, the reporting person was granted 36,000 restricted stock units scheduled to vest in three annual installments of 12,000, 12,000 and 12,000, respectively, commencing March 29, 2017.

4. On March 29, 2016, the reporting person was granted 47,500 performance-based restricted stock units subject to both a performance-based condition and a time-based vesting schedule. The grant provided that if, on or before the fourth anniversary of the transaction date of March 29, 2016, the average of the closing prices per share of OCN Common Stock for a period of twenty consecutive trading days, plus the amount of any dividends paid on a share of OCN Common Stock on or before the last day of that period, equaled or exceeded $4.78, the restricted stock units would vest in four annual installments on the first, second, third and fourth anniversaries of March 29, 2016. This performance-based condition was satisfied on November 30, 2016. As a result, this award is scheduled to vest in four annual installments of 11,875, 11,875, 11,875 and 11,875 commencing March 29, 2017.

	/s/ Michael J. Stanton, Attorney-In-Fact for Arthur C. Walker, Jr.	03/31/2017
	** 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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