Sec Form 4 Filing - Campbell June C @ OCWEN FINANCIAL CORP - 2021-03-02

Insider filing report for Changes in Beneficial Ownership
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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
Campbell June C
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 & Chief Financial Officer
(Last) (First) (Middle)
1661 WORTHINGTON ROAD, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
03/02/2021
(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
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
Restricted Stock Units ( 1 ) 03/02/2021 A 6,946 ( 2 ) ( 3 ) Common Stock 6,946 $ 0 6,946 D
Restricted Stock Units ( 1 ) 03/02/2021 A 6,947 ( 4 ) ( 3 ) Common Stock 6,947 $ 0 6,947 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Campbell June C
1661 WORTHINGTON ROAD, SUITE 100
WEST PALM BEACH, FL33409
EVP & Chief Financial Officer
Signatures
/s/ Leah E. Hutton, Attorney-in-Fact for June C. Campbell 03/04/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each restricted stock unit represents a contingent right to receive one share of OCN common stock on the vesting date, provided that if the issuance of shares would cause any applicable share limit under the Issuer's 2017 Performance Incentive Plan to be exceeded, the reporting person shall receive a cash payment equal to the closing price of one share of OCN common stock on the vesting date.
( 2 )On March 2, 2021, the reporting person was granted 6,946 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.
( 3 )Not applicable.
( 4 )On March 2, 2021, the reporting person was granted 6,947 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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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