Edgar Filing: OCWEN FINANCIAL CORP

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 ^*

Shepro William B

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)
Senior Vice President

(Last)

(First)

(Middle)

1661 WORTHINGTON ROAD, SUITE 100

3. Date of Earliest Transaction (Month/Day/Year)
11/05/2007

(Street)

WEST PALM BEACH, FL 33409

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	11/05/2007		A		18,933 ⁽¹⁾	A	$ 0	94,370	D

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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Options

$ 4.0863

11/05/2007

9,827 ⁽²⁾

01/31/2005

01/31/2011

Stock Options

9,827

$ 4.0863

Stock Options

$ 5.79

11/05/2007

19,730 ⁽²⁾

01/31/2005

01/31/2012

Stock Options

19,730

$ 5.79

Stock Options

$ 1.87

11/05/2007

21,053 ⁽²⁾

01/31/2005

01/31/2013

Stock Options

21,053

$ 1.87

Stock Options

$ 6.57

11/05/2007

36,152 ⁽²⁾

01/31/2005

01/31/2015

Stock Options

36,152

$ 6.57

Stock Options

$ 6.1

11/05/2007

39,687 ⁽²⁾

01/31/2005

01/31/2016

Stock Options

39,687

$ 6.1

Stock Options

$ 6.18

11/05/2007

23,906 ⁽²⁾

01/31/2005

01/31/2014

Stock Options

23,906

$ 6.18

Stock Options

$ 7.4

11/05/2007

9,827 ⁽³⁾

11/05/2007

01/31/2011

Stock Options

9,827

$ 7.4

9,827

Stock Options

$ 7

11/05/2007

19,730 ⁽³⁾

11/05/2007

01/31/2012

Stock Options

19,730

$ 7

19,730

Stock Options

$ 2.81

11/05/2007

21,053 ⁽³⁾

11/05/2007

01/31/2013

Stock Options

21,053

$ 2.81

21,053

Stock Options

$ 8.04

11/05/2007

36,152 ⁽⁴⁾

11/05/2007

01/31/2015

Stock Options

36,152

$ 8.04

36,152

Stock Options

$ 9.64

11/05/2007

39,687 ⁽⁵⁾

11/05/2007

01/31/2016

Stock Options

39,687

$ 9.64

39,687

Stock Options

$ 10.73

11/05/2007

23,906 ⁽⁶⁾

11/05/2007

01/31/2014

Stock Options

23,906

$ 10.73

23,906

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Shepro William B 1661 WORTHINGTON ROAD SUITE 100 WEST PALM BEACH, FL 33409			Senior Vice President

Signatures

/s/ Paul A. Koches, Attorney-in-Fact		11/07/2007
^**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)	Due to Internal Revenue Code Section 409A, this restricted stock was granted as partial consideration for the employee's forfeiture and cancellation of stock option awards affected by 409A to replace the loss of the discount value. The Stock Award will vest in three increments as follows: 15,592 shares will vest on January 1, 2008, 1,936 shares will vest on January 1, 2009, and 1,405 shares will vest on January 1, 2010.
(2)	Due to Internal Revenue Code Section 409A, these stock options were forfeited and cancelled. Replacement options with exercise prices equal to the fair market value of the stock on the original grant date will be reissued and will follow the vesting schedule of the original award.
(3)	Due to Internal Revenue Code Section 409A, these stock options were reissued with exercise prices equal to the fair market value of the stock on the original grant date and will follow the vesting schedule of the original award. They replace the options which were forfeited and cancelled due to 409A; they vest immediately.
(4)	Due to Internal Revenue Code Section 409A, these stock options were reissued with exercise prices equal to the fair market value of the stock on the original grant date and will follow the vesting schedule of the original award. They replace the options which were forfeited and cancelled due to 409A. 21,693 vest immediately. 7,229 vest 1/31/2008. 7,230 vest 1/31/2009.
(5)	Due to Internal Revenue Code Section 409A, these stock options were reissued with exercise prices equal to the fair market value of the stock on the original grant date and will follow the vesting schedule of the original award. They replace the options which were forfeited and cancelled due to 409A. 15,873 vest immediately. 7,938 vest 1/31/2008. 7,938 vest 1/31/2009. 7,938 vest 1/31/2010.
(6)	Due to Internal Revenue Code Section 409A, these stock options were reissued with exercise prices equal to the fair market value of the stock on the original grant date and will follow the vesting schedule of the original award. They replace the options which were forfeited and cancelled due to 409A. 19,126 vest immediately. 4,780 vest 1/31/2008.

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