Onity Form 4 OCWEN FINANCIAL / John Devaney 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^*

Devaney John

(Last)

(First)

(Middle)

240 CRANDON BOULEVARD

SUITE 167

(Street)

KEY BISCAYNE

33149

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

3. Date of Earliest Transaction (Month/Day/Year)
04/20/2017

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)
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	04/20/2017		S		11,900	D	$4.12⁽¹⁾	12,402,476	I⁽²⁾	See Footnote⁽²⁾
Common Stock	04/20/2017		S		28,061⁽⁵⁾	D	$4.12⁽¹⁾	12,374,415	I⁽²⁾	See Footnote⁽²⁾
Common Stock	04/20/2017		P		50,000⁽⁵⁾	A	$4.06⁽¹⁾	12,424,415	I⁽²⁾	See Footnote⁽²⁾
Common Stock	04/20/2017		S		23,300	D	$4.02⁽¹⁾	12,401,115	I⁽²⁾	See Footnote⁽³⁾
Common Stock	04/20/2017		S		106,694⁽⁵⁾	D	$4⁽¹⁾	12,294,421	I⁽²⁾	See Footnote⁽³⁾
Common Stock	04/20/2017		S		212,907⁽⁵⁾	D	$3.66⁽¹⁾	12,081,514	I⁽²⁾	See Footnote⁽²⁾
Common Stock	04/20/2017		P		150,000⁽⁵⁾	A	$3.57⁽¹⁾	12,231,514	I⁽²⁾	See Footnote⁽³⁾
Common Stock	04/20/2017		P		171,016⁽⁵⁾	A	$3.22⁽¹⁾	12,402,530	I⁽²⁾	See Footnote⁽⁴⁾
Common Stock	04/20/2017		S		2,345,393⁽⁵⁾	D	$2.47⁽¹⁾	10,057,137	I⁽²⁾	See Footnote⁽²⁾
Common Stock	04/20/2017		P		2,669,193⁽⁵⁾	A	$2.59⁽¹⁾	12,726,330	I⁽²⁾	See Footnote⁽⁴⁾
Common Stock	04/21/2017		S		500,000	D	$2.65⁽¹⁾	12,226,330	I⁽²⁾	See Footnote⁽⁴⁾
Common Stock	04/21/2017		S		175,000⁽⁵⁾	D	$2.65⁽¹⁾	12,051,330	I⁽²⁾	See Footnote⁽³⁾
Common Stock	04/21/2017		P		350,000⁽⁵⁾	A	$2.47⁽¹⁾	12,401,330	I⁽²⁾	See Footnote⁽⁴⁾
Common Stock	04/21/2017		P		368,000⁽⁵⁾	A	$2.54⁽¹⁾	12,769,330	I⁽²⁾	See Footnote⁽⁴⁾
Common Stock	04/21/2017		S		340,000	D	$2.61⁽¹⁾	12,429,330	I⁽²⁾	See Footnote⁽⁴⁾
Common Stock	04/21/2017		S		410,000	D	$2.61⁽¹⁾	12,019,330	I⁽²⁾	See Footnote⁽³⁾
Common Stock	04/21/2017		P		378,505⁽⁵⁾	A	$2.69⁽¹⁾	12,397,835	I⁽²⁾	See Footnote⁽⁴⁾
Common Stock	04/21/2017		P		165,220⁽⁵⁾	A	$2.59⁽¹⁾	12,563,055	I⁽²⁾	See Footnote⁽⁴⁾
Common Stock	04/21/2017		S		50,000	D	$2.37⁽¹⁾	12,513,055	I⁽²⁾	See Footnote⁽²⁾
Common Stock	04/21/2017		S		125,518	D	$2.39⁽¹⁾	12,387,537	I⁽²⁾	See Footnote⁽³⁾
Common Stock	04/21/2017		S		900,000⁽⁵⁾	D	$2.41⁽¹⁾	11,487,537	I⁽²⁾	See Footnote⁽²⁾
Common Stock	04/21/2017		S		574,482⁽⁵⁾	D	$2.41⁽¹⁾	10,913,055	I⁽²⁾	See Footnote⁽³⁾
Common Stock	04/21/2017		X		1,188,000⁽⁵⁾	A	$3.5⁽¹⁾	12,101,055	I⁽²⁾	See Footnote⁽²⁾
Common Stock	04/21/2017		X		153,100⁽⁵⁾	A	$3.5⁽¹⁾	12,254,155	I⁽²⁾	See Footnote⁽³⁾
Common Stock	04/21/2017		X		929,600⁽⁵⁾	A	$3⁽¹⁾	13,183,755	I⁽²⁾	See Footnote⁽²⁾
Common Stock	04/21/2017		S		810,000	D	$2.26⁽¹⁾	12,373,755	I⁽²⁾	See Footnote⁽⁴⁾

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)

Explanation of Responses:

1. The price reported for this transaction is the weighted average price of multiple acquisition trades at prices ranging from $2.22 to $4.06 and disposition trades at prices ranging from $2.20 to 4.13. Mr. Devaney hereby undertakes to provide upon request by the Commission staff, the issuer, or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

2. The reported securities are owned indirectly by D. John Devaney ("Devaney"). Devaney controls United Real Estate Ventures, Inc. ("UREVI"), the entity that purchased or sold the shares of the issuer's common stock in the reported transactions. Prior to the transactions reported on this Form 4, Devaney directly, through personal accounts and retirement accounts, and indirectly, through United Aviation Holdings, Inc. ("UAHI"), United Capital Markets, Inc. ("UCMI"), United Capital Markets Holdings, Inc. ("UCMHI"), and UREVI, all entities controlled by Devaney, beneficially owned 12,414,376 shares of the issuer's common stock.

3. The reported securities are owned indirectly by Devaney. Devaney controls UCMI, the entity that purchased or sold the shares of the issuer's common stock in the reported transactions. Prior to the transactions reported on this Form 4, Devaney directly, through personal accounts and retirement accounts, and indirectly, through UAHI, UCMI, UCMHI, and UREVI, all entities controlled by Devaney, beneficially owned 12,414,376 shares of the issuer's common stock.

4. The reported securities are owned directly by Devaney, who purchased or sold the shares of the issuer's common stock in the reported transactions. Prior to the transactions reported on this Form 4, Devaney directly, through personal accounts and retirement accounts, and indirectly, through UAHI, UCMI, UCMHI, and UREVI, all entities controlled by Devaney, beneficially owned 12,414,376 shares of the issuer's common stock.

5. Transaction occurred at a time when Mr. Devaney's beneficial ownership was under 10% of the outstanding class of common stock.

	/s/ D. John Devaney	04/25/2017
	** 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).
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 Number.

Onity (ONIT) Form 4OCWEN FINANCIAL / John Devaney ownership change