SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* VAN VLACK JOHN PATRICK (Last) (First) (Middle) 1661 WORTHINGTON ROAD SUITE 100 (Street) WEST PALM BEACH FL 33409 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/27/2010	3. Issuer Name and Ticker or Trading Symbol OCWEN FINANCIAL CORP [ OCN ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) EVP/CFO/CAO	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	7,500	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Options	(1)	11/04/2019	Employee Stock Options	80,000	10.67	D

Explanation of Responses:

1. Options have 1) a time-based component in which 25% of the options vest in equal increments over four years; and 2) a performance-based component in which up to 75% of the options could vest in equal increments over four years commencing upon the achievement of certain performance criteria related to the company's annualized rate of return and stock price. Two-thirds of the options would begin to vest over four years if the stock price realizes a compounded annual gain of at least 20% over the exercise price (so long as the stock price is at least double the exercise price) and the remaining one-third would begin to vest over four years if the stock price realizes a 25% gain (so long as it is at least triple the exercise price).

	/s/ Teresa L. Denoncourt, Attorney-in-Fact	09/02/2010
	** 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 5 (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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