SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
SAMUELS SANDOR E
(Last) (First) (Middle)
4500 PARK GRANADA
(Street)
CALABASAS CA 91302
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
COUNTRYWIDE FINANCIAL CORP [ CFC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EMD, Chief Leg Off & Asst Sec
3. Date of Earliest Transaction (Month/Day/Year)
11/01/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
 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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Restricted Stock Units $0(1) 11/01/2007 A 60,241 11/01/2008 11/01/2010 Common Stock 60,241 $0 60,241 D
Employee Stock Option (Right to Buy) $31.86 11/01/2007 A 54,776 04/01/2005 04/01/2011 Common Stock 54,776 $0(2) 54,776 D
Employee Stock Option (Right to Buy) $32.6 11/01/2007 A 56,634 04/01/2005 04/01/2011 Common Stock 56,634 $0(3) 56,634 D
Employee Stock Opiton (Right to Buy) $32.6 11/01/2007 D 56,634 04/01/2005 04/01/2010 Common Stock 56,634 $0(4) 0 D
Employee Stock Option (Right to Buy) $31.86 11/01/2007 D 54,776 04/01/2005 04/01/2009 Common Stock 54,776 $0(5) 0 D
Explanation of Responses:
1. The reporting person is entitled to receive a cash payment equal to the value of one share of CFC common stock on the vesting date in settlement of each vested unit. The award will vest as to 50% of the units on November 1, 2008, 25% on November 1, 2009 and 25% on November 1, 2010.
2. The two reported transactions involved an amendment of an outstanding option, resulting in, for purposes of this filing, the deemed cancellation of the original option and the award of a replacement option. The expiration term has been extended by a period of two years from the original expiration date. The option was originally awarded on April 1, 2004 and provided for vesting in three equal annual installments commencing on April 1, 2005 upon achievement of certain corporate EPS targets.
3. The two reported transactions involved an amendment of an outstanding option, resulting in, for purposes of this filing, the deemed cancellation of the original option and the award of a replacement option. The expiration term has been extended by a period of one year from the original expiration date. The option was originally awarded on April 1, 2005 and provided for immediate vesting on the award date.
4. The two reported transactions involved an amendment of an outstanding option, resulting in, for purposes of this filing, the deemed cancellation of the original option and the award of a replacement option. The expiration term has been extended by a period of one year from the original expiration date. The option was originally awarded on April 1, 2005 and provided for immediate vesting on the award date.
5. The two reported transactions involved an amendment of an outstanding option, resulting in, for purposes of this filing, the deemed cancellation of the original option and the award of a replacement option. The expiration term has been extended by a period of two years from the original expiration date. The option was originally awarded on April 1, 2004 and provided for vesting in three equal annual installments commencing on April 1, 2005 upon achievement of certain corporate EPS targets.
Becky MacKinnon Attorney-in-fact 11/02/2007
** Signature of Reporting Person Date
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).
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