Onity (ONIT) Form 4 OCWEN FINANCIAL / WILLIAM C ERBEY 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^*

ERBEY WILLIAM C

(Last) (First) (Middle)

P.O. BOX 25437

(Street)

CHRISTIANSTED, ST. CROIX VI 00824

(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)
06/06/2016

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								69,805	D
Common Stock								5,409,704	I	By Munus, L.P.
Common Stock(1)	05/25/2016		J		1,000,000	D	$0	1,000,000	I	By Salt Pond Holdings, LLC
Common Stock(1)	05/25/2016		J		1,000,000	A	$0	9,020,852	I	By Tribue Limited Partnership
Common Stock								2,440,000	I	By Caritas Partners, LLC

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
Call Options (obligation to sell)(2)	$12.1562	12/18/2015		E			1	05/18/2015	12/18/2015	Common Stock	2,500,000	$0	0	I	By Salt Pond Holdings, LLC
Call Options (obligation to sell)(3)	$12.1562	05/20/2016		E	V		1	05/18/2015	05/20/2016	Common Stock	500,000	$0	0	I	By Salt Pond Holdings, LLC
Call Options (obligation to sell)(3)	$13.1692	05/20/2016		E	V		1	05/18/2015	05/20/2016	Common Stock	500,000	$0	0	I	By Salt Pond Holdings, LLC
Call Options (obligation to sell)(4)	$3	06/06/2016		S			30,000	06/06/2016	01/19/2018	Common Stock	3,000,000	$62.5	30,000	I	By Tribue Limited Partnership
Call Options (obligation to sell)(4)	$3	06/06/2016		S			10,000	06/06/2016	01/19/2018	Common Stock	1,000,000	$62.5	10,000	I	By Tribue Limited Partnership

Explanation of Responses:

1. On May 25, 2016, 1,000,000 shares of Ocwen Financial Corp ("Ocwen") were transferred from Salt Pond Holdings, LLC ("Salt Pond") to Tribue Limited Partnership, a U.S. Virgin Islands limited partnership ("Tribue"). This change in the form of Mr. Erbey's beneficial ownership did not change his pecuniary interest in the shares of Ocwen.

2. On December 18, 2015, a call option previously written by Mr. Erbey via his holdings in Salt Pond expired out of the money.

3. On May 20, 2016, two call options previously written by Mr. Erbey via his holdings in Salt Pond expired out of the money.

4. Option transaction entered into by Tribue in which Salt Pond (56.2% of which is owned by Mr. Erbey, 24.5% of which is owned by the Frederiksted Trust, a U.S. Virgin Islands 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.

	/s/ William C. Erbey	06/08/2016
	** Signature of Reporting Person	Date
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