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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
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 * COOPERMAN LEON G 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)
ST. ANDREW'S COUNTRY CLUB, 7118 MELROSE CASTLE LANE
3. Date of Earliest Transaction (MM/DD/YYYY)
12/3/2020
(Street)
BOCA RATON, FL 33496
(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, $0.01 par value                 66667 (1) D   
Common Stock, $0.01 par value                 33334 (2) I  By spouse (4)
Common Stock, $0.01 par value                 33334 (2) I  By son (5)
Common Stock, $0.01 par value                 745702 (3) I  Omega Capital Partners,L.P. (6)

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
Call Options (obligation to sell)  $25  12/3/2020    S        1000   12/3/2020  1/15/2021  Common Stock  100000  $150  1000  I  See footnote (6)

Explanation of Responses:
(1)  This number was previously reported as covering 1,000,000 shares, but was adjusted to reflect a 1-for-15 reverse stock split of the Issuer's common stock that became effective on August 13, 2020. No fractional shares were issued in connection with the reverse stock split. Shareholders otherwise entitled to receive fractional shares of common stock received shares rounded up to the nearest whole share in lieu of such fractional shares. As a result of the reverse stock split, the reporting person beneficially owns 66,667 shares of common stock of the Issuer.
(2)  This number was previously reported as covering 500,000 shares, but was adjusted to reflect a 1-for-15 reverse stock split of the Issuer's common stock that became effective on August 13, 2020. No fractional shares were issued in connection with the reverse stock split. Shareholders otherwise entitled to receive fractional shares of common stock received shares rounded up to the nearest whole share in lieu of such fractional shares. As a result of the reverse stock split, the reporting person beneficially owns 33,334 shares of common stock of the Issuer.
(3)  This number was previously reported as covering 11,185,525 shares, but was adjusted to reflect a 1-for-15 reverse stock split of the Issuer's common stock that became effective on August 13, 2020. No fractional shares were issued in connection with the reverse stock split. Shareholders otherwise entitled to receive fractional shares of common stock received shares rounded up to the nearest whole share in lieu of such fractional shares. As a result of the reverse stock split, the reporting person beneficially owns 745,702 shares of common stock of the Issuer.
(4)  The securities are held in the account of Toby Cooperman over which the reporting person has investment discretion. The reporting person disclaims beneficial ownership, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.
(5)  The securities are held in the account of Michael S. Cooperman over which the reporting person has investment discretion. The reporting person disclaims beneficial ownership, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.
(6)  The securities are held in the account of Omega Capital Partners, L.P., a private investment entity over which the reporting person has investment discretion. The reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
COOPERMAN LEON G
ST. ANDREW'S COUNTRY CLUB
7118 MELROSE CASTLE LANE
BOCA RATON, FL 33496

X


Signatures
/s/ Edward Levy, Attorney-In-Fact, POA on file 1/11/2021
**Signature of Reporting Person Date