SEC FORM
4
SEC Form 4
| FORM 4 |
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
or Section 30(h) of the Investment Company Act of 1940
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| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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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*
| 2002 SUMMIT BOULEVARD |
| 6TH FLOOR |
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
OCWEN FINANCIAL CORP
[ OCN ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| X |
Director |
|
10% Owner |
|
Officer (give title below) |
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Other (specify below) |
|
|
3. Date of Earliest Transaction
(Month/Day/Year)
05/09/2012
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
|
Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
| Common Stock |
05/09/2012 |
|
A |
|
2,959 |
A |
$0.0000
|
5,213,621 |
I |
By Wishco, Inc. |
| Common Stock |
|
|
|
|
|
|
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209,995 |
D |
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| Common Stock |
|
|
|
|
|
|
|
37,000 |
I |
By B.W. Family Foundation |
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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Explanation of Responses: |
|
| Remarks: |
|
|
Kristen N. Wagner, Attorney-in-Fact |
05/11/2012 |
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** Signature of Reporting Person |
Date |
| 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). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
OCWEN FINANCIAL CORPORATION
POWER OF ATTORNEY
APPOINTMENT of Attorney-in-Fact. Be it known to all that the undersigned, Barry
N. Wish, hereby constitutes and appoints each of Paul A. Koches, Richard A.
Wood, IV and Kristen N. Wagner, signing singly, to be my true and lawful
Attorney-in-Fact to:
(1) execute for and on my behalf, in my capacity as an officer and/or
director of Ocwen Financial Corporation, (the "Company"), Forms 3, 4, and
5 (including amendments thereto) in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules and regulations thereunder
and a Form ID, Uniform Application for Access Codes to File on Edgar;
(2) do and perform any and all acts for and on my behalf which may be
necessary or desirable to complete and execute any such Forms 3, 4 or 5 or
Form ID and timely file such forms (including amendments thereto) and
application with the United States Securities and Exchange Commission and
any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of the General Counsel, may be of benefit
to, in the best interest of, or legally required by me, it being
understood that the documents executed by such attorney-in-fact on my
behalf pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as in the General Counsel's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact shall lawfully do
or cause to be done by virtue of this power of attorney and the rights and
powers herein granted. The undersigned acknowledges that the attorneys-in-fact,
in serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.
The undersigned agrees that each such attorney-in-fact herein may rely entirely
on information furnished orally or in writing by the undersigned, or the
undersigned's agent to such attorney-in-fact. The undersigned also agrees to
indemnify and hold harmless the Company and each such attorney-in-fact against
any losses, claims, damages or liabilities (or actions in these respects) that
arise out of or are based upon any untrue statements or omission of necessary
facts in the information provided by the undersigned or the undersigned's agent
to such attorney-in fact for purposes of executing, acknowledging, delivering or
filing Forms 3, 4 or 5 (including amendments thereto) or Form ID and agrees to
reimburse the Company and such attorney-in-fact for any legal or other expenses
reasonably incurred in connection with investigating or defending against any
such loss, claim, damage, liability or action. This Power of Attorney supersedes
any power of attorney previously executed by the undersigned and the authority
of the attorneys-in-fact named in any prior powers of attorney is hereby
revoked.
DURATION. This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 or 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier (a) revoked by the undersigned in a signed writing delivered to
the foregoing attorneys-in-fact or (b) superseded by a new power of attorney
regarding the purposes outlined in the first paragraph hereof dated as of a
later date.
The signatures of the Attorneys-in-Fact follow below.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 12th day of May, 2011.
/s/ Barry N. Wish
________________________________________
Barry N. Wish
/s/ Paul A. Koches
________________________________________
Paul A. Koches, Attorney-in-Fact
/s/ Richard A. Wood, IV
________________________________________
Richard A. Wood, IV, Attorney-in-Fact
/s/ Kristen N. Wagner
________________________________________
Kristen N. Wagner, Attorney-in-Fact
WITNESSES:
/s/ Jacqueline S. Brown
_________________________
/s/ James E. Lauter
_________________________
