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Glen A. Messina

Filed: 7 Apr 20, 4:29pm
SEC Form 4
FORM 4UNITED 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Messina Glen A.

(Last)(First)(Middle)
1661 WORTHINGTON ROAD, SUITE 100

(Street)
WEST PALM BEACHFL33409

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
OCWEN FINANCIAL CORP [ OCN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
03/30/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
04/01/2020
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)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)
CodeVAmount(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 Security3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)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 (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)03/30/2020A1,125,000(2)(3)(4)Common Stock1,125,000$01,125,000D
Restricted Stock Units(1)03/30/2020A1,125,000(2)(5)(4)Common Stock1,125,000$01,125,000D
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of OCN common stock on the applicable vesting date.
2. This filing amends a Form 4 filed April 1, 2020 (the "Prior Form 4") reporting two grants of restricted stock units in the amount of 1,575,000 each. A proportion of the number of restricted stock units under each grant reported in the Prior Form 4 reflected a proposed increase to the reporting person's compensation arrangement which the reporting person declined to accept. This amendment to Form 4 reflects the number of restricted stock units actually granted to the reporting person after taking into account the reporting person's decision to decline the portion of the initially approved awards that corresponded to the declined compensation increase.
3. On March 30, 2020, the reporting person was granted 1,125,000 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 30, 2023 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.
4. Not applicable.
5. On March 30, 2020, the reporting person was granted 1,125,000 restricted stock units scheduled to vest in three approximately equal annual installments on the first, second and third anniversaries of grant.
/s/ Leah E. Hutton, Attorney-in-Fact for Glen A. Messina04/07/2020
** Signature of Reporting PersonDate
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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