Form Type: 4

SEC EDGAR Link
Accession Number:0000921895-16-004300
Date:2016-04-28
Issuer: OCWEN FINANCIAL CORP (OCN)
Original Submission Date:

Reporting Person:

KINGSTOWN CAPITAL PARTNERS, LLC
100 PARK AVENUE, 21ST FLOOR
NEW YORK, NY 10017

Reporting Person:

KINGSTOWN PARTNERS MASTER LTD.
C/O INTERTRUST CORPORATE SERVICES
190 ELGIN AVENUE GRAND CAYMAN, GEORGE TOWN, KY1-9005

Reporting Person:

KINGSTOWN PARTNERS II, L.P.
100 PARK AVENUE, 21ST FLOOR
NEW YORK, NY 10017

Reporting Person:

KTOWN, LP
100 PARK AVENUE, 21ST FLOOR
NEW YORK, NY 10017

Reporting Person:

KINGSTOWN CAPITAL MANAGEMENT L.P.
100 PARK AVENUE, 21ST FLOOR
NEW YORK, NY 10017

Reporting Person:

KINGSTOWN MANAGEMENT GP LLC
100 PARK AVENUE, 21ST FLOOR
NEW YORK, NY 10017

Reporting Person:

BLITZER MICHAEL
100 PARK AVENUE, 21ST FLOOR
NEW YORK, NY 10017

Reporting Person:

SHANON GUY
100 PARK AVENUE, 21ST FLOOR
NEW YORK, NY 10017

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK, $.01 PAR VALUE 2016-04-29 S 162,100 d $2.26 7,990,051 indirect f3
COMMON STOCK, $.01 PAR VALUE 2016-04-29 S 41,350 d $2.26 2,004,117 indirect f4
COMMON STOCK, $.01 PAR VALUE 2016-04-29 S 46,550 d $2.26 2,255,832 indirect f5
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
CASH-SETTLED TOTAL RETURN SWAP 8.0053 2016-04-28 deemed execution date S 1 (d) 2017-08-04 common stock, $.01 par value 147,119 $8.01 0 indirect by kingstown partners master ltd.
CASH-SETTLED TOTAL RETURN SWAP 7.6299 2016-04-28 deemed execution date S 1 (d) 2017-08-04 common stock, $.01 par value 267,000 $7.63 0 indirect by kingstown partners master ltd.
CASH-SETTLED TOTAL RETURN SWAP 6.9496 2016-04-28 deemed execution date S 1 (d) 2017-08-04 common stock, $.01 par value 140,814 $6.95 0 indirect by kingstown partners master ltd.
CASH-SETTLED TOTAL RETURN SWAP 7.2136 2016-04-28 deemed execution date S 1 (d) 2017-08-04 common stock, $.01 par value 35,036 $7.21 0 indirect by kingstown partners master ltd.
CASH-SETTLED TOTAL RETURN SWAP 7.875 2016-04-28 deemed execution date S 1 (d) 2017-08-04 common stock, $.01 par value 71,381 $7.88 0 indirect by kingstown partners master ltd.
CASH-SETTLED TOTAL RETURN SWAP 4.9315 2016-04-28 deemed execution date S 1 (d) 2017-08-04 common stock, $.01 par value 14,964 $4.93 493,611 indirect by kingstown partners master ltd.
CASH-SETTLED TOTAL RETURN SWAP 7.6299 2016-04-28 deemed execution date S 1 (d) 2017-08-04 common stock, $.01 par value 78,274 $7.63 0 indirect by kingstown partners ii, l.p.
CASH-SETTLED TOTAL RETURN SWAP 6.9496 2016-04-28 deemed execution date S 1 (d) 2017-08-04 common stock, $.01 par value 27,246 $6.95 0 indirect by kingstown partners ii, l.p.
CASH-SETTLED TOTAL RETURN SWAP 7.2136 2016-04-28 deemed execution date S 1 (d) 2017-08-04 common stock, $.01 par value 6,779 $7.21 0 indirect by kingstown partners ii, l.p.
CASH-SETTLED TOTAL RETURN SWAP 4.9315 2016-04-28 deemed execution date S 1 (d) 2017-08-04 common stock, $.01 par value 60,222 $4.93 37,278 indirect by kingstown partners ii, l.p.
CASH-SETTLED TOTAL RETURN SWAP 8.0053 2016-04-28 deemed execution date S 1 (d) 2017-08-04 common stock, $.01 par value 11,082 $8.01 0 indirect by ktown, lp
CASH-SETTLED TOTAL RETURN SWAP 7.6299 2016-04-28 deemed execution date S 1 (d) 2017-08-04 common stock, $.01 par value 60,500 $7.63 0 indirect by ktown, lp
CASH-SETTLED TOTAL RETURN SWAP 6.9496 2016-04-28 deemed execution date S 1 (d) 2017-08-04 common stock, $.01 par value 32,131 $6.95 0 indirect by ktown, lp
CASH-SETTLED TOTAL RETURN SWAP 7.2136 2016-04-28 deemed execution date S 1 (d) 2017-08-04 common stock, $.01 par value 7,994 $7.21 0 indirect by ktown, lp
CASH-SETTLED TOTAL RETURN SWAP 7.875 2016-04-28 deemed execution date S 1 (d) 2017-08-04 common stock, $.01 par value 41,681 $7.88 0 indirect by ktown, lp
CASH-SETTLED TOTAL RETURN SWAP 5.75 2016-04-28 deemed execution date S 1 (d) 2017-08-04 common stock, $.01 par value 33,418 $5.75 0 indirect by ktown, lp
CASH-SETTLED TOTAL RETURN SWAP 4.9315 2016-04-28 deemed execution date S 1 (d) 2017-08-04 common stock, $.01 par value 7,410 $4.93 136,515 indirect by ktown, lp
CASH-SETTLED TOTAL RETURN SWAP 4.9315 2016-04-29 deemed execution date S 1 (d) 2017-08-04 common stock, $.01 par value 276,509 $4.93 217,102 indirect by kingstown partners master ltd.
CASH-SETTLED TOTAL RETURN SWAP 4.9315 2016-04-29 deemed execution date S 1 (d) 2017-08-04 common stock, $.01 par value 37,278 $4.93 0 indirect by kingstown partners ii, l.p.
CASH-SETTLED TOTAL RETURN SWAP 5.21 2016-04-29 deemed execution date S 1 (d) 2017-08-04 common stock, $.01 par value 33,257 $5.21 50,788 indirect by kingstown partners ii, l.p.
CASH-SETTLED TOTAL RETURN SWAP 4.9315 2016-04-29 deemed execution date S 1 (d) 2017-08-04 common stock, $.01 par value 79,405 $4.93 57,110 indirect by ktown, lp
Footnotes
IDfootnote
f1 this form 4 is filed jointly by kingstown capital management l.p. ("kingstown capital"), kingstown management gp llc ("kingstown management"),kingstown capital partners, llc ("general partner"), kingstown partners master ltd. ("master fund"), kingstown partners ii, l.p. ("fund ii"), ktown, lp ("ktown"), michael blitzer and guy shanon (collectively, the "reporting persons"). each reporting person, as a member of a "group" with the other reporting persons for the purposes of section 13(d)(3) of the securities exchange act of 1934, as amended, may be deemed the beneficial owner of the securities directly owned by the other reporting persons.
f2 each reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that the reporting person is the beneficial owner of such securities for purposes of section 16 or for any other purpose. as of april, 29 2016, the reporting persons ceased to own in the aggregate more than 10% of the issuer's outstanding shares of common stock.
f3 securities owned directly by master fund. kingstown capital is the investment manager of master fund. kingstown management is the general partner of kingstown capital. each of mr. blitzer and mr. shanon is a managing member of kingstown management. by virtue of these relationships, each of kingstown capital, kingstown management, mr. blitzer and mr. shanon may be deemed to beneficially own the securities owned by master fund.
f4 securities owned directly by fund ii. general partner is the general partner of fund ii. kingstown capital is the investment manager of fund ii. kingstownmanagement is the general partner of kingstown capital. each of mr. blitzer and mr. shanon is a managing member of kingstown management. by virtue of these relationships, each of general partner, kingstown capital, kingstown management, mr. blitzer and mr. shanon may be deemed to beneficially own the securities owned by fund ii.
f5 securities owned directly by ktown. general partner is the general partner of ktown. kingstown capital is the investment manager of ktown. kingstown management is the general partner of kingstown capital. each of mr. blitzer and mr. shanon is a managing member of kingstown management. by virtue of these relationships, each of general partner, kingstown capital, kingstown management, mr. blitzer and mr. shanon may be deemed to beneficially own the securities owned by ktown.
f6 master fund has entered into certain cash-settled total return swap agreements (the "master fund swap agreements") with an unaffiliated third party financial institution, which provide master fund with economic exposure to an aggregate of 217,102 notional shares of common stock. the master fund swap agreements provide master fund with economic results that are comparable to the economic results of ownership but do not provide master fund with the power to vote or direct the voting or dispose of or direct the disposition of the shares of common stock that are the subject of the master fund swap agreements (the "master fund subject shares"). the reporting persons expressly disclaim beneficial ownership of the master fund subject shares except to the extent of its, or his pecuniary interest therein.
f7 fund ii has entered into certain cash-settled total return swap agreements (the "fund ii swap agreements") with an unaffiliated third party financial institution, which provide fund ii with economic exposure to an aggregate of 50,788 notional shares of common stock. the fund ii swap agreements provide fund ii with economic results that are comparable to the economic results of ownership but do not provide fund ii with the power to vote or direct the voting or dispose of or direct the disposition of the shares of common stock that are the subject of the fund ii swap agreements (the "fund ii subject shares"). the reporting persons expressly disclaim beneficial ownership of the fund ii subject shares except to the extent of its, or his pecuniary interest therein.
f8 ktown has entered into certain cash-settled total return swap agreements (the "ktown swap agreements") with an unaffiliated third party financial institution, which provide ktown with economic exposure to an aggregate of 57,110 notional shares of common stock. the ktown swap agreements provide ktown with economic results that are comparable to the economic results of ownership but do not provide ktown with the power to vote or direct the voting or dispose of or direct the disposition of the shares of common stock that are the subject of the ktown swap agreements (the "ktown subject shares"). the reporting persons expressly disclaim beneficial ownership of the ktown subject shares except to the extent of its, or his pecuniary interest therein.
f9 represents the reference price associated with the applicable cash-settled total return swap agreement.
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