Sec Form 4 Filing - ZELENY DENNIS @ OCWEN FINANCIAL CORP - 2023-03-30

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 ZELENY DENNIS 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 Admin Officer (Last) (First) (Middle) 1661 WORTHINGTON ROAD, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 03/30/2023 (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 03/30/2023 M 4,723 A 7,521 D Common Stock 03/30/2023 D 4,723 D 2,798 D Common Stock 03/30/2023 M 20,811 A 23,609 D Common Stock 03/30/2023 D 20,811 D 2,798 D Common Stock 03/31/2023 M 2,450 A 5,248 D Common Stock 03/31/2023 F( 5 ) 1,132 D $ 27.12 4,116 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 ) 03/30/2023 M 4,723 ( 1 ) ( 3 ) Common Stock 4,723 $ 0 0 D Restricted Stock Units ( 2 ) 03/30/2023 M 20,811 ( 2 ) ( 3 ) Common Stock 20,811 $ 0 0 D Restricted Stock Units ( 4 ) 03/31/2023 M 2,450 ( 4 ) ( 3 ) Common Stock 2,450 $ 0 4,902 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ZELENY DENNIS 1661 WORTHINGTON ROAD, SUITE 100 WEST PALM BEACH, FL33409 EVP & Chief Admin Officer Signatures /s/ Leah E. Hutton, Attorney-in-Fact for Dennis Zeleny 04/03/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 30, 2020, the reporting person was granted 14,166 restricted stock units scheduled to vest in three approximately equal installments on the first, second, and third anniversaries of grant. Each restricted stock unit represents a contingent right to receive a cash payment equal to the closing price of one share of OCN common stock on the applicable vesting date. Share number has been adjusted to give effect to the issuer's one-for-15 reverse stock split effective August 13, 2020. The transaction reported reflects the settlement in cash pursuant to the terms of the award of 4,723 restricted stock units that vested pursuant to the award on March 30, 2023. On March 30, 2023, the closing price of OCN common stock was $25.92. ( 2 )On March 30, 2020, the reporting person was granted a target of 14,166 restricted stock units subject to both a performance-based condition and a time-based vesting schedule. Share number has been adjusted to give effect to the issuer's one-for-15 reverse stock split effective August 13, 2020. On March 30, 2023, the award vested at 147% of target 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. The transaction reported reflects the settlement in cash pursuant to the terms of the award of 20,811 restricted stock units that vested pursuant to the award on March 30, 2023. On March 30, 2023, the closing price of OCN common stock was $25.92. ( 3 )Not applicable. ( 4 )On March 31, 2022, the reporting person was granted 7,352 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 )Shares withheld pursuant to terms of the award to cover tax withholding obligations.

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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