UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

---

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 (Name of Issuer)

 

 (Title of Class of Securities)

 

 (CUSIP Number)

 

 (Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

 

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

Continued on following pages

Page 1 of 13 Pages

Exhibit Index: Page 12

CUSIP No. 675746309

Page 2 of 13 Pages

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	DEER PARK ROAD MANAGEMENT COMPANY, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			12,691,147
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			12,691,147
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	12,691,147
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	9.7%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA, PN

 

 

SCHEDULE 13G
	Page 8 of 13 Pages

 

Item 1(a).

Name of Issuer:

Ocwen Financial Corporation (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:

1661 Worthington Road, Suite 100, West Palm Beach, Florida 33409

Item 2(a).

Name of Person Filing

This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”)

This Statement relates to Shares (as defined herein) held for the account of STS Master Fund, Ltd. (the “STS Master Fund”), which is an exempted company organized under the laws of the Cayman Islands. Deer Park serves as investment adviser to the STS Master Fund and, in such capacity, exercises voting and investment power over the Shares held in the account for the STS Master Fund.  DPRM is the general partner of Deer Park.  Each of DPRC and AgateCreek is a member of DPRM.  Mr. Craig-Scheckman is the Chief Executive Officer of each of Deer Park and DPRC and the sole owner of DPRC.  Mr. Burg is the Chief Investment Officer of Deer Park and the sole member of AgateCreek.

Item 2(b).

Address of Principal Business Office or, if None, Residence:

The address of the principal business office of each of the Reporting Persons is 1195 Bangtail Way, Steamboat Springs, Colorado 80487.

Item 2(c).

Citizenship:

i)

Deer Park is a limited partnership incorporated in Delaware;

ii)

DPRM is a limited liability company incorporated in Delaware;

iii)

DPRC is a Delaware corporation;

iv)

Mr. Craig-Scheckman is a citizen of the United States of America;

Item 2(d).

Title of Class of Securities:

Common Stock, par value $0.01 per share (the “Shares”)

Item 2(e).

CUSIP Number:

675746309

SCHEDULE 13G
	Page 9 of 13 Pages

 

Item 3.

If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),Check Whether the Person Filing is a:

(e)

T

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(g)

T

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

Item 4.

Ownership:

 

Item 4(a)

Amount Beneficially Owned:

As of December 31, 2017, each of the Reporting Persons may be deemed the beneficial owner of 12,691,147 Shares held for the account of the STS Master Fund.

Item 4(b)

Percent of Class:

As of December 31, 2017, each of the Reporting Persons may be deemed the beneficial owner of approximately 9.7% of Shares outstanding (based on 130,859,058 Shares outstanding as of October 27, 2017, according to the Issuer’s quarterly report on Form 10-Q, filed November 2, 2017).

Item 4(c)

Number of Shares as to which such person has:

Item 5.

Ownership of Five Percent or Less of a Class:

This Item 5 is not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

See disclosure in Items 2 and 4 hereof.  STS Master Fund has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5 percent of the Shares covered by this Statement that may be deemed to be beneficially owned by the Reporting Persons.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

See disclosure in Item 2 hereof.

Item 8.

Identification and Classification of Members of the Group:

This Item 8 is not applicable.

Item 9.

Notice of Dissolution of Group:

 

This Item 9 is not applicable.

SCHEDULE 13G
	Page 10 of 13 Pages

 

 

Item 10.

Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

SCHEDULE 13G
	Page 11 of 13 Pages

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

SCHEDULE 13G
	Page 12 of 13 Pages

 

EXHIBIT INDEX

 

SCHEDULE 13G
	Page 13 of 13 Pages

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock Shares of Ocwen Financial Corporation dated as of February 14, 2018 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.