0000921895-16-004300.txt : 20160429 0000921895-16-004300.hdr.sgml : 20160429 20160429203247 ACCESSION NUMBER: 0000921895-16-004300 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160428 FILED AS OF DATE: 20160429 DATE AS OF CHANGE: 20160429 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: Kingstown Partners Master Ltd. CENTRAL INDEX KEY: 0001495694 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13219 FILM NUMBER: 161609368 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: BLITZER MICHAEL CENTRAL INDEX KEY: 0001458423 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13219 FILM NUMBER: 161609371 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13219 FILM NUMBER: 161609372 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13219 FILM NUMBER: 161609374 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13219 FILM NUMBER: 161609375 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 CAPITAL MANAGEMENT L.P. CENTRAL INDEX KEY: 0001458425 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13219 FILM NUMBER: 161609373 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13219 FILM NUMBER: 161609369 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SHANON GUY CENTRAL INDEX KEY: 0001458422 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13219 FILM NUMBER: 161609370 MAIL ADDRESS: STREET 1: 1270 BROADWAY, SUITE 1009 CITY: NEW YORK STATE: NY ZIP: 10001 4 1 form407352012_04292016.xml OWNERSHIP DOCUMENT X0306 4 2016-04-28 1 0000873860 OCWEN FINANCIAL CORP OCN 0001418673 KINGSTOWN CAPITAL PARTNERS, LLC 100 PARK AVENUE, 21ST FLOOR NEW YORK NY 10017 0 0 1 1 See Explanation of Responses 0001495694 Kingstown Partners Master Ltd. C/O INTERTRUST CORPORATE SERVICES 190 ELGIN AVENUE GRAND CAYMAN, GEORGE TOWN KY1-9005 0 0 1 1 See Explanation of Responses 0001526395 Kingstown Partners II, L.P. 100 PARK AVENUE, 21ST FLOOR NEW YORK NY 10017 0 0 1 1 See Explanation of Responses 0001526327 Ktown, LP 100 PARK AVENUE, 21ST FLOOR NEW YORK NY 10017 0 0 1 1 See Explanation of Responses 0001458425 KINGSTOWN CAPITAL MANAGEMENT L.P. 100 PARK AVENUE, 21ST FLOOR NEW YORK NY 10017 0 0 1 1 See Explanation of Responses 0001458426 KINGSTOWN MANAGEMENT GP LLC 100 PARK AVENUE, 21ST FLOOR NEW YORK NY 10017 0 0 1 1 See Explanation of Responses 0001458423 BLITZER MICHAEL 100 PARK AVENUE, 21ST FLOOR NEW YORK NY 10017 0 0 1 1 See Explanation of Responses 0001458422 SHANON GUY 100 PARK AVENUE, 21ST FLOOR NEW YORK NY 10017 0 0 1 1 See Explanation of Responses Common Stock, $.01 par value 2016-04-29 4 S 0 162100 2.2612 D 7990051 I By Kingstown Partners Master Ltd. Common Stock, $.01 par value 2016-04-29 4 S 0 41350 2.2612 D 2004117 I By Kingstown Partners II, L.P. Common Stock, $.01 par value 2016-04-29 4 S 0 46550 2.2612 D 2255832 I By Ktown, LP Cash-Settled Total Return Swap 8.0053 2016-04-28 4 S 1 1 D 2017-08-04 Common Stock, $.01 par value 147119 0 I By Kingstown Partners Master Ltd. Cash-Settled Total Return Swap 7.6299 2016-04-28 4 S 1 1 D 2017-08-04 Common Stock, $.01 par value 267000 0 I By Kingstown Partners Master Ltd. Cash-Settled Total Return Swap 6.9496 2016-04-28 4 S 1 1 D 2017-08-04 Common Stock, $.01 par value 140814 0 I By Kingstown Partners Master Ltd. Cash-Settled Total Return Swap 7.2136 2016-04-28 4 S 1 1 D 2017-08-04 Common Stock, $.01 par value 35036 0 I By Kingstown Partners Master Ltd. Cash-Settled Total Return Swap 7.8750 2016-04-28 4 S 1 1 D 2017-08-04 Common Stock, $.01 par value 71381 0 I By Kingstown Partners Master Ltd. Cash-Settled Total Return Swap 4.9315 2016-04-28 4 S 1 1 D 2017-08-04 Common Stock, $.01 par value 14964 493611 I By Kingstown Partners Master Ltd. Cash-Settled Total Return Swap 7.6299 2016-04-28 4 S 1 1 D 2017-08-04 Common Stock, $.01 par value 78274 0 I By Kingstown Partners II, L.P. Cash-Settled Total Return Swap 6.9496 2016-04-28 4 S 1 1 D 2017-08-04 Common Stock, $.01 par value 27246 0 I By Kingstown Partners II, L.P. Cash-Settled Total Return Swap 7.2136 2016-04-28 4 S 1 1 D 2017-08-04 Common Stock, $.01 par value 6779 0 I By Kingstown Partners II, L.P. Cash-Settled Total Return Swap 4.9315 2016-04-28 4 S 1 1 D 2017-08-04 Common Stock, $.01 par value 60222 37278 I By Kingstown Partners II, L.P. Cash-Settled Total Return Swap 8.0053 2016-04-28 4 S 1 1 D 2017-08-04 Common Stock, $.01 par value 11082 0 I By Ktown, LP Cash-Settled Total Return Swap 7.6299 2016-04-28 4 S 1 1 D 2017-08-04 Common Stock, $.01 par value 60500 0 I By Ktown, LP Cash-Settled Total Return Swap 6.9496 2016-04-28 4 S 1 1 D 2017-08-04 Common Stock, $.01 par value 32131 0 I By Ktown, LP Cash-Settled Total Return Swap 7.2136 2016-04-28 4 S 1 1 D 2017-08-04 Common Stock, $.01 par value 7994 0 I By Ktown, LP Cash-Settled Total Return Swap 7.8750 2016-04-28 4 S 1 1 D 2017-08-04 Common Stock, $.01 par value 41681 0 I By Ktown, LP Cash-Settled Total Return Swap 5.7500 2016-04-28 4 S 1 1 D 2017-08-04 Common Stock, $.01 par value 33418 0 I By Ktown, LP Cash-Settled Total Return Swap 4.9315 2016-04-28 4 S 1 1 D 2017-08-04 Common Stock, $.01 par value 7410 136515 I By Ktown, LP Cash-Settled Total Return Swap 4.9315 2016-04-29 4 S 1 1 D 2017-08-04 Common Stock, $.01 par value 276509 217102 I By Kingstown Partners Master Ltd. Cash-Settled Total Return Swap 4.9315 2016-04-29 4 S 1 1 D 2017-08-04 Common Stock, $.01 par value 37278 0 I By Kingstown Partners II, L.P. Cash-Settled Total Return Swap 5.2100 2016-04-29 4 S 1 1 D 2017-08-04 Common Stock, $.01 par value 33257 50788 I By Kingstown Partners II, L.P. Cash-Settled Total Return Swap 4.9315 2016-04-29 4 S 1 1 D 2017-08-04 Common Stock, $.01 par value 79405 57110 I By Ktown, LP This Form 4 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, as a member of a "group" with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the securities directly owned by the other Reporting Persons. 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 the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. As of April, 29 2016, the Reporting Persons ceased to own in the aggregate more than 10% of the Issuer's outstanding shares of Common Stock. 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. KingstownManagement 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 217,102 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 50,788 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 57,110 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 2016-04-29 Kingstown Partners Master Ltd.; By: /s/ Michael Blitzer, Director 2016-04-29 Kingstown Partners II, L.P.; By: Kingstown Capital Partners LLC; By: /s/ Michael Blitzer, Managing Member 2016-04-29 Ktown, LP; By: Kingstown Capital Partners LLC; By: /s/ Michael Blitzer, Managing Member 2016-04-29 Kingstown Capital Management L.P.; By: Kingstown Management GP LLC; By: /s/ Michael Blitzer, Managing Member 2016-04-29 Kingstown Management GP LLC; By: /s/ Michael Blitzer, Managing Member 2016-04-29 /s/ Michael Blitzer 2016-04-29 /s/ Guy Shanon 2016-04-29