SEC FORM 3

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^*

Evans Jenna D.

(Last)

(First)

(Middle)

1661 WORTHINGTON ROAD, SUITE 100

(Street)

WEST PALM BEACH

33409

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/01/2022

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Risk & Compliance

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	948	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Restricted Stock Units⁽¹⁾	⁽²⁾	⁽³⁾	Common Stock	967	⁽²⁾	D
Restricted Stock Units⁽¹⁾	⁽⁴⁾	⁽³⁾	Common Stock	2,900	⁽⁴⁾	D
Restricted Stock Units⁽¹⁾	⁽⁵⁾	⁽³⁾	Common Stock	1,103	⁽⁵⁾	D
Restricted Stock Units⁽¹⁾	⁽⁶⁾	⁽³⁾	Common Stock	1,654	⁽⁶⁾	D
Restricted Stock Units⁽¹⁾	⁽⁷⁾	⁽³⁾	Common Stock	1,940	⁽⁷⁾	D
Restricted Stock Units⁽¹⁾	⁽⁸⁾	⁽³⁾	Common Stock	1,940	⁽⁸⁾	D

Explanation of Responses:

1. 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.

2. On March 30, 2020, the reporting person was granted 2,900 restricted stock units scheduled to vest in three approximately equal installments on the first, second, and third anniversaries of grant subject to the reporting person's continued employment and certain other conditions. Share number has been adjusted to give effect to the Issuer's one-for-15 reverse stock split effective August 13, 2020.

3. Not applicable.

4. On March 30, 2020, the reporting person was granted 2,900 restricted stock units subject to both a performance-based condition and a time-based vesting schedule. The target number of units subject to the award is reported above. Between 0% and 200% of the target number of units will be eligible to vest on March 30, 2023 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. Share number has been adjusted to give effect to the Issuer's one-for-15 reverse stock split effective August 13, 2020.

5. On March 2, 2021, the reporting person was granted 1,654 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.

6. On March 2, 2021, the reporting person was granted 1,654 restricted stock units subject to both a performance-based condition and a time-based vesting schedule. The target number of units subject to the award is reported above. Between 0% and 200% of the target number of units will be eligible to vest on March 2, 2024 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.

7. On March 31, 2022, the reporting person was granted 1,940 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.

8. On March 31, 2022, the reporting person was granted 1,940 restricted stock units subject to both a performance-based condition and a time-based vesting schedule. The target number of units subject to the award is reported above. Between 0% and 200% of the target number of units will be eligible to vest on March 31, 2025 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.

Remarks:

See Exhibit 24 - Power of Attorney.

	/s/ Leah E. Hutton, Attorney-in-Fact for Jenna D. Evans	11/07/2022
	** 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).
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.