SEC FORM 4

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^*

Britti John V.

(Last)

(First)

(Middle)

2002 SUMMIT BOULEVARD

6TH FLOOR

(Street)

ATLANTA

30319

(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)
	EVP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2012

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	03/05/2012⁽¹⁾		A		18,000	A	$0⁽²⁾	18,000	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)
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)
Performance Restricted Shares	⁽³⁾	03/05/2012		A		0.0000⁽³⁾		⁽³⁾	⁽⁴⁾	Common Stock	0.0000	$0.0000	0.0000	D
Performance Restricted Shares	⁽⁵⁾	03/05/2012		A		0.0000⁽⁵⁾		⁽⁵⁾	⁽⁴⁾	Common Stock	0.0000	$0.0000	0.0000	D
Restricted Share Rights	⁽⁶⁾	03/05/2012		A		0.0000⁽⁶⁾		⁽⁶⁾	⁽⁷⁾	Common Stock	0.0000	$0.0000	0.0000	D
Stock Options	$16.17	03/05/2012		A		100,000		⁽⁸⁾	03/05/2022	Common Stock	100,000	$0.0000	100,000	D

Explanation of Responses:

1. Represents restricted stock awarded pursuant to the 2007 Equity Incentive Plan which meets the requirements of Rule 16b-3 (the "Plan"). The restricted stock vests as follows: 4,500 shares vested immediately upon grant. 4,500 shares will vest on November 29, 2013, November 29, 2014 and November 29, 2015.

2. Represents restricted stock awarded pursuant to the Plan. The restricted stock vests as follows: 4,500 shares vested immediately upon grant. 4,500 shares will vest on November 29, 2013, November 29, 2014 and November 29, 2015.

3. Performance restricted shares awarded pursuant to the Plan. The performance restricted shares vest as follows: He will receive the number of performance restricted shares valued at $37,500 when the Company's stock price realizes a compounded annual gain of at least 20% over the exercise price, so long as the stock price is $26.34 and the number of performance restricted shares valued at $37,500 on each anniversary for the next three years. Upon vesting, one Common Share will be delivered for each vested performance restricted share.

4. If the Employee's employment terminates other than by reason of Retirement or Disability prior to vesting of the entire performance restricted shares, the performance restricted shares shall terminate and be cancelled for the shares that have not already vested on the last day of the Employee's employment with the Corporation.

5. Performance restricted shares awarded pursuant to the Plan. The performance restricted shares vest as follows: He will receive the number of performance restricted shares valued at $18,750 when the Company's stock price realizes a 25% compounded annual gain, so long as the Company's stock price is $39.51 and the number of performance restricted shares valued at $18,750 on each anniversary for the next three years. Upon vesting, one Common Share will be delivered for each vested performance restricted share.

6. Restricted share rights awarded pursuant to the Plan. The restricted share rights vest as follows: He will receive the number of restricted share rights valued at $18,750 on November 29, 2012 and on each anniversary on November 29, 2013, November 29, 2014 and November 29, 2015. Upon vesting, one Common Share will be delivered for each vested restricted share right.

7. If the Employee's employment terminates other than by reason of Retirement or Disability prior to vesting of the entire restricted share rights, the restricted share rights shall terminate and be cancelled for the shares that have not already vested on the last day of the Employee's employment with the Corporation.

8. The vesting schedule for these options has a time-based component, in which 25,000 options vest in equal increments over four years commencing on November 29, 2012. There is also a performance-based component, in which up to 75,000 options could vest in equal increments, with 25% vesting immediately upon the achievement of certain performance criteria related to OCN's stock price and its annualized rate of return and the remaining 75% vesting over the next three years. 50,000 of the performance-based options would commence vesting if the stock price realizes a compounded annual gain of at least 20% over the exercise price, so long as the stock price is $26.34. 25,000 of the performance-based options would commence vesting if the stock price realizes a 25% compounded annual gain, so long as it is $39.51.

	Kristen N. Wagner, Attorney-in-Fact	03/07/2012
	** 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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