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
                                                                                  
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OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * Soaries DeForest B. Jr. 2. Issuer Name and Ticker or Trading Symbol OCWEN FINANCIAL CORP [ OCN ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)         (First)         (Middle)
1661 WORTHINGTON ROAD,, SUITE 100
3. Date of Earliest Transaction (MM/DD/YYYY)
8/27/2020
(Street)
WEST PALM BEACH, FL 33409
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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  8/27/2020    P    5000  A $18.93  24281 (1) D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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

Explanation of Responses:
(1)  Includes 9,009 shares underlying restricted stock units representing a contingent right to receive one share of OCN common stock for no additional consideration (RSUs) vesting and deliverable May 27, 2021, subject to certain conditions relating to the reporting person's service as a director of the issuer, 4,982 shares underlying previously vested RSUs deliverable on the six-month anniversary of the date the reporting person's service on the board of directors terminates, and 1,326 shares underlying previously vested RSUs that will be delivered on January 1, 2023. All share numbers have been adjusted to give effect to the issuer's one-for-15 reverse stock split effective August 13, 2020.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Soaries DeForest B. Jr.
1661 WORTHINGTON ROAD,
SUITE 100
WEST PALM BEACH, FL 33409
X



Signatures
/s/ Leah E. Hutton, Attorney-in-Fact for DeForest B. Soaries, Jr. 8/28/2020
**Signature of Reporting Person Date