ONITY GROUP INC. — Director's Dealing 2016

Mar 18, 2016

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2016-02-29

Reporting Person: KINGSTOWN CAPITAL PARTNERS, LLC (10% Owner)
Reporting Person: Kingstown Partners Master Ltd. (10% Owner)
Reporting Person: Kingstown Partners II, L.P. (10% Owner)
Reporting Person: Ktown, LP (10% Owner)
Reporting Person: KINGSTOWN CAPITAL MANAGEMENT L.P. (10% Owner)
Reporting Person: KINGSTOWN MANAGEMENT GP LLC (10% Owner)
Reporting Person: BLITZER MICHAEL (10% Owner)
Reporting Person: SHANON GUY (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.01 par value	8152151	Indirect
Common Stock, $.01 par value	2045467	Indirect
Common Stock, $.01 par value	2302382	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Cash-Settled Total Return Swap	$8.0053	2017-08-04	Common Stock, $.01 par value (408484)		Indirect
Cash-Settled Total Return Swap	$7.6299	2017-08-04	Common Stock, $.01 par value (267000)		Indirect
Cash-Settled Total Return Swap	$6.9496	2017-08-04	Common Stock, $.01 par value (140814)		Indirect
Cash-Settled Total Return Swap	$7.2136	2017-08-04	Common Stock, $.01 par value (35036)		Indirect
Cash-Settled Total Return Swap	$7.8750	2017-08-04	Common Stock, $.01 par value (71381)		Indirect
Cash-Settled Total Return Swap	$4.9315	2017-08-04	Common Stock, $.01 par value (508575)		Indirect
Cash-Settled Total Return Swap	$7.6299	2017-08-04	Common Stock, $.01 par value (143676)		Indirect
Cash-Settled Total Return Swap	$6.9496	2017-08-04	Common Stock, $.01 par value (27246)		Indirect
Cash-Settled Total Return Swap	$7.2136	2017-08-04	Common Stock, $.01 par value (6779)		Indirect
Cash-Settled Total Return Swap	$4.9315	2017-08-04	Common Stock, $.01 par value (97500)		Indirect
Cash-Settled Total Return Swap	$5.2100	2017-08-04	Common Stock, $.01 par value (84045)		Indirect
Cash-Settled Total Return Swap	$8.0053	2017-08-04	Common Stock, $.01 par value (84570)		Indirect
Cash-Settled Total Return Swap	$7.6299	2017-08-04	Common Stock, $.01 par value (60500)		Indirect
Cash-Settled Total Return Swap	$6.9496	2017-08-04	Common Stock, $.01 par value (32131)		Indirect
Cash-Settled Total Return Swap	$7.2136	2017-08-04	Common Stock, $.01 par value (7994)		Indirect
Cash-Settled Total Return Swap	$7.8750	2017-08-04	Common Stock, $.01 par value (41681)		Indirect
Cash-Settled Total Return Swap	$5.7500	2017-08-04	Common Stock, $.01 par value (33418)		Indirect
Cash-Settled Total Return Swap	$4.9315	2017-08-04	Common Stock, $.01 par value (143925)		Indirect

Footnotes

F1: This Form 3 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 may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. 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 any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F2: 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.

F3: Securities owned directly by Fund II. General Partner is the general partner of Fund II. Kingstown Capital is the investment manager of Fund II. 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 Fund II.

F4: 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.

F5: 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 1,431,290 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.

F6: 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 359,246 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.

F7: 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 404,219 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.

F8: Represents the reference price associated with the applicable cash-settled total return swap agreement.