Sec Form 4 Filing - LINN W MICHAEL @ OCWEN FINANCIAL CORP - 2007-11-05

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 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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1. Name and Address of Reporting Person LINN W MICHAEL 2. Issuer Name and Ticker or Trading Symbol OCWEN FINANCIAL CORP [ OCN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1661 WORTHINGTON ROAD, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 11/05/2007 (Street) WEST PALM BEACH, FL33409 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 11/05/2007 A 5,077 ( 1 ) A $ 0 34,574 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Options $ 6.57 11/05/2007 F 40,810 ( 2 ) 01/31/2005 01/31/2015 Stock Options 40,810 $ 6.57 0 D Stock Options $ 6.1 11/05/2007 F 11,736 ( 2 ) 01/31/2005 01/31/2016 Stock Options 11,736 $ 6.1 0 D Stock Options $ 8.04 11/05/2007 A 40,810 ( 3 ) 11/05/2007 01/31/2015 Stock Options 40,810 $ 8.04 40,810 D Stock Options $ 9.64 11/05/2007 A 11,736 ( 3 ) 11/05/2007 01/31/2016 Stock Options 11,736 $ 9.64 11,736 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LINN W MICHAEL 1661 WORTHINGTON ROAD SUITE 100 WEST PALM BEACH, FL33409 X Signatures /s/ Paul A. Koches, Attorney-in-Fact 11/07/2007 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Due to Internal Revenue Code Section 409A, this restricted stock was granted as partial consideration for the employee's forfeiture and cancellation of stock option awards affected by 409A to replace the loss of the discount value. ( 2 )Due to Internal Revenue Code Section 409A, these stock options were forfeited and cancelled. Replacement options with exercise prices equal to the fair marketvalue of the stock on the original grant date will be reissued and will follow the vesting schedule of the original award. ( 3 )Due to Internal Revenue Code Section 409A, these stock options were reissued with exercise prices equal to the fair market value of the stock on the original grant date and will follow the vesting schedule of the original award. They replace the options which were forfeited and cancelled due to 409A; they vest immediately.

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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