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Filing Details

Accession Number:: 0000921895-16-004300
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-04-29 20:32:47
Reporting Period:: 2016-04-28

Filing Date:: 2016-04-29
Accepted Time:: 2016-04-29 20:32:47
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
873860	Ocwen Financial Corp	OCN	Mortgage Bankers & Loan Correspondents (6162)	650039856

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1418673	Kingstown Capital Partners, Llc	100 Park Avenue, 21St Floor New York NY 10017	No	No	Yes	Yes
1458422	Guy Shanon	100 Park Avenue, 21St Floor New York NY 10017	No	No	Yes	Yes
1458423	Michael Blitzer	100 Park Avenue, 21St Floor New York NY 10017	No	No	Yes	Yes
1458425	L.p. Management Capital Kingstown	100 Park Avenue, 21St Floor New York NY 10017	No	No	Yes	Yes
1458426	Kingstown Management Gp Llc	100 Park Avenue, 21St Floor New York NY 10017	No	No	Yes	Yes
1495694	Ltd. Master Partners Kingstown	C/O Intertrust Corporate Services 190 Elgin Avenue Grand Cayman, George Town KY1-9005	No	No	Yes	Yes
1526327	Ktown, Lp	100 Park Avenue, 21St Floor New York NY 10017	No	No	Yes	Yes
1526395	Kingstown Partners Ii, L.p.	100 Park Avenue, 21St Floor New York NY 10017	No	No	Yes	Yes

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, $.01 Par Value	Disposition	2016-04-29	162,100	$2.26	7,990,051	No	4	S	Indirect	By Kingstown Partners Master Ltd.
Common Stock, $.01 Par Value	Disposition	2016-04-29	41,350	$2.26	2,004,117	No	4	S	Indirect	By Kingstown Partners II, L.P.
Common Stock, $.01 Par Value	Disposition	2016-04-29	46,550	$2.26	2,255,832	No	4	S	Indirect	By Ktown, LP

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	By Kingstown Partners Master Ltd.
No	4	S	Indirect	By Kingstown Partners II, L.P.
No	4	S	Indirect	By Ktown, LP

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock, $.01 Par Value	Cash-Settled Total Return Swap	Disposition	2016-04-28	1	$0.00	147,119	$8.01
Common Stock, $.01 Par Value	Cash-Settled Total Return Swap	Disposition	2016-04-28	1	$0.00	267,000	$7.63
Common Stock, $.01 Par Value	Cash-Settled Total Return Swap	Disposition	2016-04-28	1	$0.00	140,814	$6.95
Common Stock, $.01 Par Value	Cash-Settled Total Return Swap	Disposition	2016-04-28	1	$0.00	35,036	$7.21
Common Stock, $.01 Par Value	Cash-Settled Total Return Swap	Disposition	2016-04-28	1	$0.00	71,381	$7.88
Common Stock, $.01 Par Value	Cash-Settled Total Return Swap	Disposition	2016-04-28	1	$0.00	14,964	$4.93
Common Stock, $.01 Par Value	Cash-Settled Total Return Swap	Disposition	2016-04-28	1	$0.00	78,274	$7.63
Common Stock, $.01 Par Value	Cash-Settled Total Return Swap	Disposition	2016-04-28	1	$0.00	27,246	$6.95
Common Stock, $.01 Par Value	Cash-Settled Total Return Swap	Disposition	2016-04-28	1	$0.00	6,779	$7.21
Common Stock, $.01 Par Value	Cash-Settled Total Return Swap	Disposition	2016-04-28	1	$0.00	60,222	$4.93
Common Stock, $.01 Par Value	Cash-Settled Total Return Swap	Disposition	2016-04-28	1	$0.00	11,082	$8.01
Common Stock, $.01 Par Value	Cash-Settled Total Return Swap	Disposition	2016-04-28	1	$0.00	60,500	$7.63
Common Stock, $.01 Par Value	Cash-Settled Total Return Swap	Disposition	2016-04-28	1	$0.00	32,131	$6.95
Common Stock, $.01 Par Value	Cash-Settled Total Return Swap	Disposition	2016-04-28	1	$0.00	7,994	$7.21
Common Stock, $.01 Par Value	Cash-Settled Total Return Swap	Disposition	2016-04-28	1	$0.00	41,681	$7.88
Common Stock, $.01 Par Value	Cash-Settled Total Return Swap	Disposition	2016-04-28	1	$0.00	33,418	$5.75
Common Stock, $.01 Par Value	Cash-Settled Total Return Swap	Disposition	2016-04-28	1	$0.00	7,410	$4.93
Common Stock, $.01 Par Value	Cash-Settled Total Return Swap	Disposition	2016-04-29	1	$0.00	276,509	$4.93
Common Stock, $.01 Par Value	Cash-Settled Total Return Swap	Disposition	2016-04-29	1	$0.00	37,278	$4.93
Common Stock, $.01 Par Value	Cash-Settled Total Return Swap	Disposition	2016-04-29	1	$0.00	33,257	$5.21
Common Stock, $.01 Par Value	Cash-Settled Total Return Swap	Disposition	2016-04-29	1	$0.00	79,405	$4.93

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2017-08-04	Yes	4	S	Indirect
0	2017-08-04	Yes	4	S	Indirect
0	2017-08-04	Yes	4	S	Indirect
0	2017-08-04	Yes	4	S	Indirect
0	2017-08-04	Yes	4	S	Indirect
493,611	2017-08-04	Yes	4	S	Indirect
0	2017-08-04	Yes	4	S	Indirect
0	2017-08-04	Yes	4	S	Indirect
0	2017-08-04	Yes	4	S	Indirect
37,278	2017-08-04	Yes	4	S	Indirect
0	2017-08-04	Yes	4	S	Indirect
0	2017-08-04	Yes	4	S	Indirect
0	2017-08-04	Yes	4	S	Indirect
0	2017-08-04	Yes	4	S	Indirect
0	2017-08-04	Yes	4	S	Indirect
0	2017-08-04	Yes	4	S	Indirect
136,515	2017-08-04	Yes	4	S	Indirect
217,102	2017-08-04	Yes	4	S	Indirect
0	2017-08-04	Yes	4	S	Indirect
50,788	2017-08-04	Yes	4	S	Indirect
57,110	2017-08-04	Yes	4	S	Indirect

Footnotes

This Form 4 is filed jointly by Kingstown Capital Management L.P. ("Kingstown Capital"), Kingstown Management GP LLC ("Kingstown Management"),Kingstown Capital Partners, LLC ("General Partner"), Kingstown Partners Master Ltd. ("Master Fund"), Kingstown Partners II, L.P. ("Fund II"), Ktown, LP ("Ktown"), Michael Blitzer and Guy Shanon (collectively, the "Reporting Persons"). Each Reporting Person, as a member of a "group" with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the securities directly owned by the other Reporting Persons.
Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. As of April, 29 2016, the Reporting Persons ceased to own in the aggregate more than 10% of the Issuer's outstanding shares of Common Stock.
Securities owned directly by Master Fund. Kingstown Capital is the investment manager of Master Fund. Kingstown Management is the general partner of Kingstown Capital. Each of Mr. Blitzer and Mr. Shanon is a managing member of Kingstown Management. By virtue of these relationships, each of Kingstown Capital, Kingstown Management, Mr. Blitzer and Mr. Shanon may be deemed to beneficially own the securities owned by Master Fund.
Securities owned directly by Fund II. General Partner is the general partner of Fund II. Kingstown Capital is the investment manager of Fund II. KingstownManagement is the general partner of Kingstown Capital. Each of Mr. Blitzer and Mr. Shanon is a managing member of Kingstown Management. By virtue of these relationships, each of General Partner, Kingstown Capital, Kingstown Management, Mr. Blitzer and Mr. Shanon may be deemed to beneficially own the securities owned by Fund II.
Securities owned directly by Ktown. General Partner is the general partner of Ktown. Kingstown Capital is the investment manager of Ktown. Kingstown Management is the general partner of Kingstown Capital. Each of Mr. Blitzer and Mr. Shanon is a managing member of Kingstown Management. By virtue of these relationships, each of General Partner, Kingstown Capital, Kingstown Management, Mr. Blitzer and Mr. Shanon may be deemed to beneficially own the securities owned by Ktown.
Master Fund has entered into certain cash-settled total return swap agreements (the "Master Fund Swap Agreements") with an unaffiliated third party financial institution, which provide Master Fund with economic exposure to an aggregate of 217,102 notional shares of Common Stock. The Master Fund Swap Agreements provide Master Fund with economic results that are comparable to the economic results of ownership but do not provide Master Fund with the power to vote or direct the voting or dispose of or direct the disposition of the shares of Common Stock that are the subject of the Master Fund Swap Agreements (the "Master Fund Subject Shares"). The Reporting Persons expressly disclaim beneficial ownership of the Master Fund Subject Shares except to the extent of its, or his pecuniary interest therein.
Fund II has entered into certain cash-settled total return swap agreements (the "Fund II Swap Agreements") with an unaffiliated third party financial institution, which provide Fund II with economic exposure to an aggregate of 50,788 notional shares of Common Stock. The Fund II Swap Agreements provide Fund II with economic results that are comparable to the economic results of ownership but do not provide Fund II with the power to vote or direct the voting or dispose of or direct the disposition of the shares of Common Stock that are the subject of the Fund II Swap Agreements (the "Fund II Subject Shares"). The Reporting Persons expressly disclaim beneficial ownership of the Fund II Subject Shares except to the extent of its, or his pecuniary interest therein.
Ktown has entered into certain cash-settled total return swap agreements (the "Ktown Swap Agreements") with an unaffiliated third party financial institution, which provide Ktown with economic exposure to an aggregate of 57,110 notional shares of Common Stock. The Ktown Swap Agreements provide Ktown with economic results that are comparable to the economic results of ownership but do not provide Ktown with the power to vote or direct the voting or dispose of or direct the disposition of the shares of Common Stock that are the subject of the Ktown Swap Agreements (the "Ktown Subject Shares"). The Reporting Persons expressly disclaim beneficial ownership of the Ktown Subject Shares except to the extent of its, or his pecuniary interest therein.
Represents the reference price associated with the applicable cash-settled total return swap agreement.