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 *

Messina Glen A.		 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
__X__ Officer (give title below)    _____ Other (specify below)
President & CEO
(Last)          (First)          (Middle)

1661 WORTHINGTON ROAD, SUITE 100		 3. Date of Earliest Transaction (MM/DD/YYYY)

3/30/2023
(Street)

WEST PALM BEACH, FL 33409		 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
(City)        (State)        (Zip)
Rule 10b5-1(c) Transaction Indication
☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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 3/30/2023  M  25000 A (1)150357 (2)D  
Common Stock 3/30/2023  F(3)  11585 D$25.92 138772 (2)D  
Common Stock 3/30/2023  M  110168 A (4)248940 (2)D  
Common Stock 3/30/2023  F(3)  51052 D$25.92 197888 (2)D  
Common Stock 3/31/2023  M  24509 A (5)222397 (2)D  
Common Stock 3/31/2023  F(3)  11357 D$27.12 211040 (2)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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units  (1)3/30/2023  M     25000   (1) (6)Common Stock 25000 $0 0 D  
Restricted Stock Units  (4)3/30/2023  M     110168   (4) (6)Common Stock 110168 $0 0 D  
Restricted Stock Units  (5)3/31/2023  M     24509   (5) (6)Common Stock 24509 $0 49020 D  
Explanation of Responses:
(1) On March 30, 2020, the reporting person was granted 75,000 restricted stock units scheduled to vest in three approximately equal installments on the first, second, and third anniversaries of grant. Each restricted stock unit represents a contingent right to receive a cash payment equal to the closing price of one share of OCN common stock on the applicable vesting date. Share number has been adjusted to give effect to the issuer's one-for-15 reverse stock split effective August 13, 2020.
(2) Includes 23,554 shares held jointly with spouse.
(3) Shares withheld pursuant to terms of the award to cover tax withholding obligations.
(4) On March 30, 2020, the reporting person was granted a target of 75,000 restricted stock units subject to both a performance-based condition and a time-based vesting schedule. Share number has been adjusted to give effect to the issuer's one-for-15 reverse stock split effective August 13, 2020. On March 30, 2023, the award vested at 147% of target based on the relative ranking of the Issuer's absolute total shareholder return compared to the absolute total shareholder return of companies within the Issuer's pre-established peer group at designated measurement periods. 110,168 restricted stock units vested pursuant to the award on March 30, 2023.
(5) On March 31, 2022, the reporting person was granted 73,529 restricted stock units scheduled to vest in three approximately equal annual installments on the first, second, and third anniversaries of grant, subject to the reporting person's continued employment and certain other conditions.
(6) Not applicable.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Messina Glen A.
1661 WORTHINGTON ROAD, SUITE 100
WEST PALM BEACH, FL 33409		X
President & CEO
Signatures
/s/ Leah E. Hutton, Attorney-in-Fact for Glen A. Messina4/3/2023
**Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*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).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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