Sec Form 4 Filing - Henley George T. @ OCWEN FINANCIAL CORP - 2023-03-02

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
Henley George T.
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 Growth Officer
(Last) (First) (Middle)
1661 WORTHINGTON ROAD, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
03/02/2023
(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 03/02/2023 M 3,047 A 6,713 ( 2 ) D
Common Stock 03/02/2023 F 1,360 D ( 3 ) $ 30.64 5,353 ( 2 ) 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
Restricted Stock Units ( 1 ) 03/02/2023 M 3,047 ( 4 ) ( 5 ) Common Stock 3,047 $ 0 3,047 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Henley George T.
1661 WORTHINGTON ROAD, SUITE 100
WEST PALM BEACH, FL33409
EVP & Chief Growth Officer
Signatures
/s/ Leah E. Hutton, Attorney-in-Fact for George T. Henley 03/06/2023
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.
( 2 )Includes 1,980 shares held with spouse.
( 3 )Shares withheld pursuant to terms of the award to cover tax withholding obligations.
( 4 )On March 2, 2021, the reporting person was granted 9,140 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.
( 5 )Not applicable.

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).
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