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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	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*
Kumbar Otto J	

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

(Street) 
WEST PALM BEACH	FL	33409	

(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) 
	Director		10% Owner	
X	Officer (give title below)		Other (specify below)	
EVP, Lending 	
		
	3. Date of Earliest Transaction (Month/Day/Year)
03/29/2017 		
	4. 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 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) 	
			Code	V	Amount	(A) or (D)	Price				
Common Stock	03/29/2017		M		21,667	A	(1)	138,400	D		
Common Stock	03/29/2017		F		5,926	D(2) 	$5.21 	132,474	D		
Common Stock	03/29/2017		M		21,250	A	(1)	153,724	D		
Common Stock	03/29/2017		F		5,812	D(2) 	$5.21 	147,912	D		
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 Security 	3. 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) 	
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares					
Restricted Stock Units	(1)	03/29/2017		M			21,667	(3) 	03/29/2019	Common Stock	21,667	$0 	43,333	D		
Restricted Stock Units	(1)	03/29/2017		M			21,250	(4) 	03/29/2020	Common Stock	21,250	$0 	63,750	D		
Explanation of Responses:	
1. Each Restricted Stock Unit represents a contingent right to receive one share of OCN common stock.	
2. Shares withheld pursuant to the terms of the award to cover tax withholding obligations.	
3. On March 29, 2016, the reporting person was granted 65,000 restricted stock units scheduled to vest in three annual installments of 21,667, 21,667 and 21,666, respectively, commencing March 29, 2017.	
4. On March 29, 2016, the reporting person was granted 85,000 performance-based restricted stock units subject to both a performance-based condition and a time-based vesting schedule. The grant provided that if, on or before the fourth anniversary of the transaction date of March 29, 2016, the average of the closing prices per share of OCN Common Stock for a period of twenty consecutive trading days, plus the amount of any dividends paid on a share of OCN Common Stock on or before the last day of that period, equaled or exceeded $4.78, the restricted stock units would vest in four annual installments on the first, second, third and fourth anniversaries of March 29, 2016. This performance-based condition was satisfied on November 30, 2016. As a result, this award is scheduled to vest in four annual installments of 21,250, 21,250, 21,250 and 21,250 commencing March 29, 2017.	
	/s/ Michael J. Stanton, Attorney-In-Fact for Otto J. Kumbar	03/31/2017	
	** 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.