0000921895-16-003757.txt : 20160317
0000921895-16-003757.hdr.sgml : 20160317
20160317201030
ACCESSION NUMBER: 0000921895-16-003757
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160229
FILED AS OF DATE: 20160317
DATE AS OF CHANGE: 20160317
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: OCWEN FINANCIAL CORP
CENTRAL INDEX KEY: 0000873860
STANDARD INDUSTRIAL CLASSIFICATION: MORTGAGE BANKERS & LOAN CORRESPONDENTS [6162]
IRS NUMBER: 650039856
STATE OF INCORPORATION: FL
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1661 WORTHINGTON ROAD
STREET 2: SUITE 100
CITY: WEST PALM BEACH
STATE: FL
ZIP: 33409
BUSINESS PHONE: 561-682-8000
MAIL ADDRESS:
STREET 1: 1661 WORTHINGTON ROAD
STREET 2: SUITE 100
CITY: WEST PALM BEACH
STATE: FL
ZIP: 33409
FORMER COMPANY:
FORMER CONFORMED NAME: OCWEN FINANCIAL Corp
DATE OF NAME CHANGE: 20110224
FORMER COMPANY:
FORMER CONFORMED NAME: OCWEN FINANCIAL CORP
DATE OF NAME CHANGE: 19960516
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SHANON GUY
CENTRAL INDEX KEY: 0001458422
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13219
FILM NUMBER: 161513924
MAIL ADDRESS:
STREET 1: 1270 BROADWAY, SUITE 1009
CITY: NEW YORK
STATE: NY
ZIP: 10001
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BLITZER MICHAEL
CENTRAL INDEX KEY: 0001458423
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13219
FILM NUMBER: 161513925
MAIL ADDRESS:
STREET 1: 1270 BROADWAY, SUITE 1009
CITY: NEW YORK
STATE: NY
ZIP: 10001
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KINGSTOWN MANAGEMENT GP LLC
CENTRAL INDEX KEY: 0001458426
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13219
FILM NUMBER: 161513926
BUSINESS ADDRESS:
STREET 1: 1270 BROADWAY, SUITE 1009
CITY: NEW YORK
STATE: NY
ZIP: 10001
BUSINESS PHONE: (212)319-1309
MAIL ADDRESS:
STREET 1: 1270 BROADWAY, SUITE 1009
CITY: NEW YORK
STATE: NY
ZIP: 10001
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Ktown, LP
CENTRAL INDEX KEY: 0001526327
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13219
FILM NUMBER: 161513928
BUSINESS ADDRESS:
STREET 1: 11 EAST 44TH STREET, 7TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: (212) 319-1309
MAIL ADDRESS:
STREET 1: 11 EAST 44TH STREET, 7TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Kingstown Partners II, L.P.
CENTRAL INDEX KEY: 0001526395
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13219
FILM NUMBER: 161513929
BUSINESS ADDRESS:
STREET 1: 11 EAST 44TH STREET, 7TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: (212) 319-1309
MAIL ADDRESS:
STREET 1: 11 EAST 44TH STREET, 7TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Kingstown Partners Master Ltd.
CENTRAL INDEX KEY: 0001495694
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13219
FILM NUMBER: 161513930
BUSINESS ADDRESS:
STREET 1: C/O MOURANT OZANNES CORPORATE SERVICES
STREET 2: 42 NORTH CHURCH STREET, P.O. BOX 1348
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1108
BUSINESS PHONE: 212.319.1309
MAIL ADDRESS:
STREET 1: C/O MOURANT OZANNES CORPORATE SERVICES
STREET 2: 42 NORTH CHURCH STREET, P.O. BOX 1348
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1108
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KINGSTOWN CAPITAL MANAGEMENT L.P.
CENTRAL INDEX KEY: 0001458425
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13219
FILM NUMBER: 161513927
BUSINESS ADDRESS:
STREET 1: 100 PARK AVENUE, 21ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: (212)319-1309
MAIL ADDRESS:
STREET 1: 100 PARK AVENUE, 21ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KINGSTOWN CAPITAL PARTNERS, LLC
CENTRAL INDEX KEY: 0001418673
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13219
FILM NUMBER: 161513931
BUSINESS ADDRESS:
STREET 1: 535 MADISON AVENUE
STREET 2: 30TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-319-1309
MAIL ADDRESS:
STREET 1: 535 MADISON AVENUE
STREET 2: 30TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
3
1
form307352012_03172016.xml
OWNERSHIP DOCUMENT
X0206
3
2016-02-29
0
0000873860
OCWEN FINANCIAL CORP
OCN
0001418673
KINGSTOWN CAPITAL PARTNERS, LLC
100 PARK AVENUE, 21ST FLOOR
NEW YORK
NY
10017
0
0
1
0
0001495694
Kingstown Partners Master Ltd.
C/O INTERTRUST CORPORATE SERVICES
190 ELGIN AVENUE
GRAND CAYMAN, GEORGE TOWN
KY1-9005
0
0
1
0
0001526395
Kingstown Partners II, L.P.
100 PARK AVENUE, 21ST FLOOR
NEW YORK
NY
10017
0
0
1
0
0001526327
Ktown, LP
100 PARK AVENUE, 21ST FLOOR
NEW YORK
NY
10017
0
0
1
0
0001458425
KINGSTOWN CAPITAL MANAGEMENT L.P.
100 PARK AVENUE, 21ST FLOOR
NEW YORK
NY
10017
0
0
1
0
0001458426
KINGSTOWN MANAGEMENT GP LLC
100 PARK AVENUE, 21ST FLOOR
NEW YORK
NY
10017
0
0
1
0
0001458423
BLITZER MICHAEL
100 PARK AVENUE, 21ST FLOOR
NEW YORK
NY
10017
0
0
1
0
0001458422
SHANON GUY
100 PARK AVENUE, 21ST FLOOR
NEW YORK
NY
10017
0
0
1
0
Common Stock, $.01 par value
8152151
I
By Kingstown Partners Master Ltd.
Common Stock, $.01 par value
2045467
I
By Kingstown Partners II, L.P.
Common Stock, $.01 par value
2302382
I
By Ktown, LP
Cash-Settled Total Return Swap
8.0053
2017-08-04
Common Stock, $.01 par value
408484
I
By Kingstown Partners Master Ltd.
Cash-Settled Total Return Swap
7.6299
2017-08-04
Common Stock, $.01 par value
267000
I
By Kingstown Partners Master Ltd.
Cash-Settled Total Return Swap
6.9496
2017-08-04
Common Stock, $.01 par value
140814
I
By Kingstown Partners Master Ltd.
Cash-Settled Total Return Swap
7.2136
2017-08-04
Common Stock, $.01 par value
35036
I
By Kingstown Partners Master Ltd.
Cash-Settled Total Return Swap
7.8750
2017-08-04
Common Stock, $.01 par value
71381
I
By Kingstown Partners Master Ltd.
Cash-Settled Total Return Swap
4.9315
2017-08-04
Common Stock, $.01 par value
508575
I
By Kingstown Partners Master Ltd.
Cash-Settled Total Return Swap
7.6299
2017-08-04
Common Stock, $.01 par value
143676
I
By Kingstown Partners II, L.P.
Cash-Settled Total Return Swap
6.9496
2017-08-04
Common Stock, $.01 par value
27246
I
By Kingstown Partners II, L.P.
Cash-Settled Total Return Swap
7.2136
2017-08-04
Common Stock, $.01 par value
6779
I
By Kingstown Partners II, L.P.
Cash-Settled Total Return Swap
4.9315
2017-08-04
Common Stock, $.01 par value
97500
I
By Kingstown Partners II, L.P.
Cash-Settled Total Return Swap
5.2100
2017-08-04
Common Stock, $.01 par value
84045
I
By Kingstown Partners II, L.P.
Cash-Settled Total Return Swap
8.0053
2017-08-04
Common Stock, $.01 par value
84570
I
By Ktown, LP
Cash-Settled Total Return Swap
7.6299
2017-08-04
Common Stock, $.01 par value
60500
I
By Ktown, LP
Cash-Settled Total Return Swap
6.9496
2017-08-04
Common Stock, $.01 par value
32131
I
By Ktown, LP
Cash-Settled Total Return Swap
7.2136
2017-08-04
Common Stock, $.01 par value
7994
I
By Ktown, LP
Cash-Settled Total Return Swap
7.8750
2017-08-04
Common Stock, $.01 par value
41681
I
By Ktown, LP
Cash-Settled Total Return Swap
5.7500
2017-08-04
Common Stock, $.01 par value
33418
I
By Ktown, LP
Cash-Settled Total Return Swap
4.9315
2017-08-04
Common Stock, $.01 par value
143925
I
By Ktown, LP
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.
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.
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.
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.
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.
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.
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.
Represents the reference price associated with the applicable cash-settled total return swap agreement.
Kingstown Capital Partners, LLC; By: /s/ Michael Blitzer, Managing Member
2016-03-17
Kingstown Partners Master Ltd.; By: /s/ Michael Blitzer, Director
2016-03-17
Kingstown Partners II, L.P.; By: Kingstown Capital Partners LLC; By: /s/ Michael Blitzer, Managing Member
2016-03-17
Ktown, LP; By: Kingstown Capital Partners LLC; By: /s/ Michael Blitzer, Managing Member
2016-03-17
Kingstown Capital Management L.P.; By: Kingstown Management GP LLC; By: /s/ Michael Blitzer, Managing Member
2016-03-17
Kingstown Management GP LLC; By: /s/ Michael Blitzer, Managing Member
2016-03-17
/s/ Michael Blitzer
2016-03-17
/s/ Guy Shanon
2016-03-17