Edgar Filing: OCWEN FINANCIAL CORP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Devaney John

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)

(Last)

(First)

(Middle)

240 CRANDON BOULEVARD, SUITE 167

3. Date of Earliest Transaction (Month/Day/Year)
08/03/2015

(Street)

KEY BISCAYNE, FL 33149

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	08/03/2015		P		2,408	A	$ 8.4099 ⁽¹⁾	12,241,420	I ⁽²⁾	See footnote ⁽²⁾
Common Stock	08/03/2015		P		600	A	$ 8.409 ⁽¹⁾	12,242,020	I ⁽²⁾	See footnote ⁽²⁾
Common Stock	08/03/2015		P		300	A	$ 8.405 ⁽¹⁾	12,242,320	I ⁽²⁾	See footnote ⁽²⁾
Common Stock	08/03/2015		P		9,000	A	$ 8.43 ⁽¹⁾	12,251,320	I ⁽²⁾	See footnote ⁽²⁾
Common Stock	08/03/2015		P		9,000	A	$ 8.43 ⁽¹⁾	12,260,320	I ⁽²⁾	See footnote ⁽²⁾
Common Stock	08/03/2015		P		9,000	A	$ 8.43 ⁽¹⁾	12,269,320	I ⁽²⁾	See footnote ⁽²⁾
Common Stock	08/03/2015		P		9,000	A	$ 8.4 ⁽¹⁾	12,278,320	I ⁽²⁾	See footnote ⁽²⁾
Common Stock	08/03/2015		P		9,000	A	$ 8.4 ⁽¹⁾	12,287,320	I ⁽²⁾	See footnote ⁽²⁾
Common Stock	08/03/2015		P		9,000	A	$ 8.4 ⁽¹⁾	12,296,320	I ⁽²⁾	See footnote ⁽²⁾
Common Stock	08/03/2015		P		22,531	A	$ 8.39 ⁽¹⁾	12,318,851	I ⁽²⁾	See footnote ⁽²⁾
Common Stock	08/03/2015		P		2,469	A	$ 8.385 ⁽¹⁾	12,321,320	I ⁽²⁾	See footnote ⁽²⁾
Common Stock	08/03/2015		P		300	A	$ 8.38 ⁽¹⁾	12,321,620	I ⁽²⁾	See footnote ⁽²⁾
Common Stock	08/03/2015		P		25,000	A	$ 8.39 ⁽¹⁾	12,346,620	I ⁽²⁾	See footnote ⁽²⁾
Common Stock	08/03/2015		P		6,000	A	$ 8.3999 ⁽¹⁾	12,352,620	I ⁽²⁾	See footnote ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Devaney John 240 CRANDON BOULEVARD SUITE 167 KEY BISCAYNE, FL 33149		X

Signatures

/s/ D. John Devaney		08/05/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The price provided in this column represents the average price per share of the transaction.
(2)	The reported securities are owned indirectly by D. John Devaney ("Devaney"). Devaney controls United Real Estate Ventures, Inc. ("UREVI"), the entity that purchased 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., United Capital Markets, Inc., United Capital Markets Holdings, Inc., and UREVI, all entities controlled by Devaney, beneficially owned 12,538,012 shares of the issuer's common stock through a combination of non-derivative securities and derivative securities of the issuer.

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