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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

OMB APPROVAL

FORM 4

  

Washington, D.C. 20549

OMB Number: 3235-0287
Expires: January 31, 2005

Estimated average burden

hours per response 0.5
 

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Check this box if no longer

subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

(Print or Type Responses)

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(f) of the Investment Company Act of 1940

  

1. Name and Address of Reporting Person*

2. Issuer Name and Ticker or Trading Symbol

6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Wish, Barry Neal

Ocwen Financial Corporation (NYSE:OCN)

X

Director

10% Owner

(Last)

(First)

(Middle)

3. IRS or Social Security

Number of Reporting

Person (Voluntary)

4. Statement for

Month/Year

December/2002

Officer (give

Other (specify)

title below)

below)

1675 Palm Beach Lakes Blvd

(Street)

--- --- ---

5. If Amendment,

Date of Original

7. Individual or Joint/Group Filing (Check Applicable Line)

West Palm Beach Florida 33401

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. Trans-action Date

3. Trans-action Code
(Instr. 8)

4. Securities Acquired (A)

or Disposed of (D)
(Instr. 3, 4 and 5)

5. Amount of Securities Beneficially Owned at

6. Owner-ship Form: Direct

7. Nature of Indirect Bene-

ficial-Owner-

ship

(Month/ Day/

End of
Month

D) or Indirect

 

Year)

Code

V

Amount

(A) or (D)

Price

(Instr. 3 and 4)

(I)
(Instr. 4)

(Instr. 4)

Common Stock *

12/18/02

S

1,000

D

$2.80

I

By Wishco

8,530,305

*Sale in accordance with the Plan.

FORM 4 (continued)

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. Conver- sion or Exercise Price of Deriv- ative Security

3. Trans- action Date

(Month/
Day/
Year)

4. Transac- tion Code

(Instr. 8)

5. Number of Deriv- ative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exer-

cisable and Expiration

Date

Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Deriv- ative Secur- ity

(Instr. 5)

9. Number of Deriv- ative Secur- ities Bene- ficially Owned
at End
of

10. Owner- ship Form of Deriv- ative Securit y

Direct
(D) or
Indirect (I)

(Instr. 4)

11. Nature
of

Indirect Benefi-
cial Owner
ship

(Instr. 4)

Date

Expira-

Amount or

Number of

Shares

Month
(Instr. 4)

     

Code

V

(A)

(D)

Exer-

cisable

tion
Date

Title

      

/s/ E. Paul Rubino, Attorney-in-Fact

12/19/02

**Signature of Reporting Person

Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.

See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a)

Note: File three copies of this Form, one of which must be manually signed.

If space provided is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained

in this form are not required to respond unless the form displays a currently valid OMB number.

  

SEC 1474 (7-96) Page 2 of 2