Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
ERBEY WILLIAM C
   2. Issuer Name and Ticker or Trading Symbol
OCWEN FINANCIAL CORP [OCN] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
P.O. BOX 25437		 3. Date of Earliest Transaction (Month/Day/Year)
12/05/2016
(Street)

CHRISTIANSTED, ST. CROIX, VI 00824		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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               69,805 D  
Common Stock               7,849,704 I By Munus, L.P.
Common Stock               1,000,000 I By Salt Pond Holdings, LLC
Common Stock (1) 12/05/2016   X   200 D $ 2.5 9,020,652 I By Tribue Limited Partnership
Common Stock (1) 12/06/2016   X   300 D $ 2.5 9,020,352 I By Tribue Limited Partnership
Common Stock (1) 12/06/2016   X   500 D $ 3 9,019,852 I By Tribue Limited Partnership

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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 Underlying Securities
(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 of Derivative Security: 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
Call Options (obligation to sell) (1) $ 2.5 12/05/2016   X     2 07/20/2016 01/19/2018 Common Stock 200 $ 0 39,998 I By Tribue Limited Partnership
Call Options (obligation to sell) (1) $ 2.5 12/06/2016   X     3 07/20/2016 01/19/2018 Common Stock 300 $ 0 39,995 I By Tribue Limited Partnership
Call Options (obligation to sell) (1) $ 3 12/06/2016   X     5 04/29/2016 01/20/2017 Common Stock 500 $ 0 2,495 I By Tribue Limited Partnership
Membership Unit Interests (2) 10/27/2016   G V   1 (2)   (2)   (2) Common Stock (2) (2) $ 0 (2) 0 (2) D  
Membership Unit Interests (2) 10/27/2016   G V 1 (2)     (2)   (2) Common Stock (2) (2) $ 0 (2) 0 (2) I By Christiansted Trust

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ERBEY WILLIAM C
P.O. BOX 25437
CHRISTIANSTED, ST. CROIX, VI 00824		     X    

Signatures

 /s/ William C. Erbey   12/07/2016
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On December 5, 2016 and December 6, 2016, call options previously written by Tribue Limited Partnership ("Tribue") were exercised.
(2) On October 27, 2016, Mr. Erbey gifted his 56.2% membership unit interests in Salt Pond Holdings, LLC to the Christiansted Trust, a U.S. Virgin Islands trust (the "Trust") in which Mr. Erbey has investment control and for which Mr. Erbey, Mr. and Mrs. Erbey's descendants and charitable organizations are the beneficiaries. No Ocwen shares were transferred as part of the gift and as a result, Mr. Erbey's beneficial ownership in the shares of Ocwen did not change.

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