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CUSIP NO. 675746309
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Page 2 of 15 Pages
|
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1.
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Name of Reporting Persons
William C. Erbey
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2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
a. S
b. ¨
|
||
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3.
|
SEC Use Only
|
||
|
4.
|
Citizenship or Place of Organization
U.S.A.
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||
|
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
|
5.
|
Sole Voting Power:
21,318,1821 (as of December 31, 2015)
|
|
|
6.
|
Shared Voting Power:
0 (as of December 31, 2015)
|
||
|
7.
|
Sole Dispositive Power:
21,318,1821 (as of December 31, 2015)
|
||
|
8.
|
Shared Dispositive Power:
0 (as of December 31, 2015)
|
||
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
21,318,182 (as of December 31, 2015)
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|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
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||
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11.
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Percent of Class Represented By Amount in Row (9)
17.0%* (as of December 31, 2015)
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12.
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Type of Reporting Person
IN
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CUSIP NO. 675746309
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Page 3 of 15 Pages
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1.
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Name of Reporting Persons
E. Elaine Erbey
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
a. S
b. ¨
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3.
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SEC Use Only
|
||
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4.
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Citizenship or Place of Organization
U.S.A.
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Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
|
5.
|
Sole Voting Power:
0 (as of December 31, 2015)
|
|
|
6.
|
Shared Voting Power:
12,460,8522 (as of December 31, 2015)
|
||
|
7.
|
Sole Dispositive Power:
0 (as of December 31, 2015)
|
||
|
8.
|
Shared Dispositive Power:
12,460,8522 (as of December 31, 2015)
|
||
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
12,460,852 (as of December 31, 2015)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
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||
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11.
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Percent of Class Represented By Amount in Row (9)
9.9%* (as of December 31, 2015)
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12.
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Type of Reporting Person
IN
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CUSIP NO. 675746309
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Page 4 of 15 Pages
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1.
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Name of Reporting Persons
Caritas Partners, LLC
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
a. S
b. ¨
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3.
|
SEC Use Only
|
||
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4.
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Citizenship or Place of Organization
Georgia
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||
|
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
|
5.
|
Sole Voting Power:
0 (as of December 31, 2015)
|
|
|
6.
|
Shared Voting Power:
2,440,000 (as of December 31, 2015)
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||
|
7.
|
Sole Dispositive Power:
0 (as of December 31, 2015)
|
||
|
8.
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Shared Dispositive Power:
2,440,000 (as of December 31, 2015)
|
||
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,440,000 (as of December 31, 2015)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
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||
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11.
|
Percent of Class Represented By Amount in Row (9)
1.9%* (as of December 31, 2015)
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12.
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Type of Reporting Person
OO
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CUSIP NO. 675746309
|
Page 5 of 15 Pages
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1.
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Name of Reporting Persons
Caritas Charitable Remainder Trust
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
a. S
b. ¨
|
||
|
3.
|
SEC Use Only
|
||
|
4.
|
Citizenship or Place of Organization
Georgia
|
||
|
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
|
5.
|
Sole Voting Power:
0 (as of December 31, 2015)
|
|
|
6.
|
Shared Voting Power:
2,440,0003 (as of December 31, 2015)
|
||
|
7.
|
Sole Dispositive Power:
0 (as of December 31, 2015)
|
||
|
8.
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Shared Dispositive Power:
2,440,0003 (as of December 31, 2015)
|
||
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,440,000 (as of December 31, 2015)
|
||
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
||
|
11.
|
Percent of Class Represented By Amount in Row (9)
1.9%* (as of December 31, 2015)
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||
|
12.
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Type of Reporting Person
OO
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CUSIP NO. 675746309
|
Page 6 of 15 Pages
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1.
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Name of Reporting Persons
Salt Pond Holdings, LLC
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
a. S
b. ¨
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|
3.
|
SEC Use Only
|
||
|
4.
|
Citizenship or Place of Organization
United States Virgin Islands
|
||
|
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
|
5.
|
Sole Voting Power:
0 (as of December 31, 2015)
|
|
|
6.
|
Shared Voting Power:
10,020,8524 (as of December 31, 2015)
|
||
|
7.
|
Sole Dispositive Power:
0 (as of December 31, 2015)
|
||
|
8.
|
Shared Dispositive Power:
10,020,8524 (as of December 31, 2015)
|
||
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
10,020,852 (as of December 31, 2015)
|
||
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
||
|
11.
|
Percent of Class Represented By Amount in Row (9)
8.0%* (as of December 31, 2015)
|
||
|
12.
|
Type of Reporting Person
OO
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CUSIP NO. 675746309
|
Page 7 of 15 Pages
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1.
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Name of Reporting Persons
Tribue Limited Partnership
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
a. S
b. ¨
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|
3.
|
SEC Use Only
|
||
|
4.
|
Citizenship or Place of Organization
United States Virgin Islands
|
||
|
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
|
5.
|
Sole Voting Power:
0 (as of December 31, 2015)
|
|
|
6.
|
Shared Voting Power:
8,020,852 (as of December 31, 2015)
|
||
|
7.
|
Sole Dispositive Power:
0 (as of December 31, 2015)
|
||
|
8.
|
Shared Dispositive Power:
8,020,852 (as of December 31, 2015)
|
||
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
8,020,852 (as of December 31, 2015)
|
||
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
||
|
11.
|
Percent of Class Represented By Amount in Row (9)
6.4%* (as of December 31, 2015)
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||
|
12.
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Type of Reporting Person
PN
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CUSIP NO. 675746309
|
Page 8 of 15 Pages
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1.
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Name of Reporting Persons
Munus, L.P.
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2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
a. S
b. ¨
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3.
|
SEC Use Only
|
||
|
4.
|
Citizenship or Place of Organization
Georgia
|
||
|
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
|
5.
|
Sole Voting Power:
0 (as of December 31, 2015)
|
|
|
6.
|
Shared Voting Power:
5,409,704 (as of December 31, 2015)
|
||
|
7.
|
Sole Dispositive Power:
0 (as of December 31, 2015)
|
||
|
8.
|
Shared Dispositive Power:
5,409,704 (as of December 31, 2015)
|
||
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
5,409,704 (as of December 31, 2015)
|
||
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
||
|
11.
|
Percent of Class Represented By Amount in Row (9)
4.3%* (as of December 31, 2015)
|
||
|
12.
|
Type of Reporting Person
PN
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CUSIP NO. 675746309
|
Page 9 of 15 Pages
|
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1.
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Name of Reporting Persons
Erbey Holding Corporation, Inc.
|
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2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
a. S
b. ¨
|
||
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3.
|
SEC Use Only
|
||
|
4.
|
Citizenship or Place of Organization
Delaware
|
||
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Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
|
5.
|
Sole Voting Power:
0 (as of December 31, 2015)
|
|
|
6.
|
Shared Voting Power:
15,430,5565 (as of December 31, 2015)
|
||
|
7.
|
Sole Dispositive Power:
0 (as of December 31, 2015)
|
||
|
8.
|
Shared Dispositive Power:
15,430,5565 (as of December 31, 2015)
|
||
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
15,430,556 (as of December 31, 2015)
|
||
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
||
|
11.
|
Percent of Class Represented By Amount in Row (9)
12.3%* (as of December 31, 2015)
|
||
|
12.
|
Type of Reporting Person
CO
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CUSIP NO. 675746309
|
Page 10 of 15 Pages
|
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Item 1(a).
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Name of Issuer:
|
|
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Ocwen Financial Corporation (“Ocwen”).
|
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|
Item 1(b).
|
Address of the Issuer’s Principal Executive Offices:
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2002 Summit Boulevard
|
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6th Floor
|
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Atlanta, GA 30319
|
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Item 2(a).
|
Name of Person Filing
|
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The Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
|
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i)
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William C. Erbey (“Mr. Erbey”);
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ii)
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E. Elaine Erbey (“Mrs. Erbey”);
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iii)
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Caritas Partners, LLC (“Caritas”);
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|
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iv)
|
Caritas Charitable Remainder Trust (the “Trust”);
|
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v)
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Salt Pond Holdings, LLC (“Salt Pond”);
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vi)
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Tribue Limited Partnership (“Tribue”);
|
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vii)
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Munus, L.P. (“Munus”); and
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viii)
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Erbey Holding Corporation (“Erbey Holding”).
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This statement relates to Shares (as defined in Item 2(d) below) held by Mr. and Mrs. Erbey. Each of Erbey Holding, Caritas, Tribue and Munus is a holding company for the investment of securities. The Trust is a charitable remainder unitrust. Salt Pond is a service business providing merchant banking services and family office services, which encompass trading in stocks or securities and possibly financing operations for businesses. Caritas’ members are the Trust, Mr. Erbey, and Mrs. Erbey, and Mr. Erbey is its sole manager. The partners of Tribue are Mr. Erbey and Salt Pond. The members of Salt Pond are Mr. Erbey, Mrs. Erbey and Erbey Holding. Erbey Holding is wholly-owned by Mr. Erbey. The partners of Munus are Mr. Erbey, Erbey Holding and The Community Foundation of West Georgia, Inc., a Georgia nonprofit corporation.
The agreement between the Reporting Persons to file this statement jointly in accordance with Rule 13d-1(k) under the Exchange Act is attached as Exhibit A.
|
||
|
Item 2(b).
|
Address of Principal Business Office or, if None, Residence:
|
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|
Mr. and Mrs. Erbey’s business address is P.O. Box 25437, Christiansted, VI 00824. The principal office of Erbey Holding is P.O. Box 25437, Christiansted, VI 00824. The principal office of each of Caritas and the Trust is c/o Frazier & Deeter, LLC, 1320 Peachtree Road, Suite 1500, Atlanta, GA 30309. The principal office of Salt Pond is P.O. Box 25437, Christiansted, VI 00824. The principal office of Tribue is Royal Palms Professional Building, 62-3A & 62-3B Estate Thomas, Suite 101, St. Thomas, VI 00802. The principal office of Munus is 75 14th Street NE, Suite 2200, Atlanta, Georgia, 30309.
|
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CUSIP NO. 675746309
|
Page 11 of 15 Pages
|
|
Item 2(c).
|
Citizenship:
|
|
|
i)
|
Mr. Erbey is a United States citizen;
|
|
|
ii)
|
Mrs. Erbey is a United States citizen;
|
|
|
iii)
|
Caritas is a Georgia limited liability company;
|
|
|
iv)
|
The Trust is a Georgia charitable remainder trust;
|
|
|
v)
|
Salt Pond is a United States Virgin Islands limited liability company;
|
|
|
vi)
|
Tribue is a United States Virgin Islands limited partnership;
|
|
|
vii)
|
Munus is a Georgia limited partnership; and
|
|
|
vi)
|
Erbey Holding is a Delaware corporation.
|
|
|
Item 2(d).
|
Title of Class of Securities:
|
|
|
Common Stock, par value $0.01 per share (the “Shares”).
|
||
|
Item 2(e).
|
CUSIP Number:
|
|
|
675746309
|
||
|
Item 3.
|
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
|
|
This Item 3 is not applicable.
|
||
|
Item 4.
|
Ownership:
|
|
|
Item 4(a).
|
Amount Beneficially Owned as of 12/31/2015:
|
|
|
Munus, for which Mr. Erbey retains management of the assets of, is the beneficial owner of 5,409,704 Shares of Ocwen. Caritas is the beneficial owner of 2,440,000 Shares of Ocwen, of which Mr. Erbey, Mrs. Erbey and the Trust are members. Salt Pond is the beneficial owner of 2,000,000 Shares of Ocwen, of which the members are Mr. Erbey, Mrs. Erbey and Erbey Holding. Tribue, for which Mr. Erbey retains management of the assets of, is the beneficial owner of 8,020,852 Shares of Ocwen. Mr. Erbey controls Munus, Caritas, the Trust, Salt Pond, Tribue and Erbey Holding and therefore is the beneficial owner of 17,870,556 Shares of Ocwen held indirectly through these entities plus 69,805 Shares of Ocwen held directly and options to acquire 3,377,821 Shares of Ocwen which are exercisable on or within 60 days from December 31, 2015.
|
||
|
Mr. Erbey: 21,318,182
Mrs. Erbey: 12,460,852
Caritas: 2,440,000
The Trust: 2,440,000
Salt Pond: 10,020,852
Tribue: 8,020,852
Munus: 5,409,704
Erbey Holding: 15,430,556
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|
CUSIP NO. 675746309
|
Page 12 of 15 Pages
|
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Item 4(b).
|
Percent of Class:
|
|
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Mr. Erbey: 17.0%
Mrs. Erbey: 9.9%
Caritas: 1.9%
The Trust: 1.9%
Salt Pond: 8.0%
Tribue: 6.4%
Munus: 4.3%
Erbey Holding: 12.3%
|
||
|
The percentages in the immediately preceding list have been calculated based on a total of 125,390,482 Shares of Ocwen outstanding as of October 26, 2015 according to Ocwen’s Quarterly Report on Form 10-Q filed with the SEC on October 29, 2015.
|
||
|
Item 4(c).
|
Number of shares as to which the person has:
|
|
|
(i)
|
Sole power to vote or direct the vote
|
|
|
Mr. Erbey: 21,318,182
Mrs. Erbey: 0
Caritas: 0
The Trust: 0
Salt Pond: 0
Tribue: 0
Munus: 0
Erbey Holding: 0
|
||
|
(ii)
|
Shared power to vote or direct the vote
|
|
|
Mr. Erbey: 0
Mrs. Erbey: 12,460,852
Caritas: 2,440,000
The Trust: 2,440,000
Salt Pond: 10,020,852
Tribue: 8,020,852
Munus: 5,409,704
Erbey Holding: 15,430,556
|
||
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
|
|
Mr. Erbey: 21,318,182
Mrs. Erbey: 0
Caritas: 0
The Trust: 0
Salt Pond: 0
Tribue: 0
Munus: 0
Erbey Holding: 0
|
||
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
|
|
Mr. Erbey: 0
Mrs. Erbey: 12,460,852
Caritas: 2,440,000
The Trust: 2,440,000
Salt Pond: 10,020,852
Tribue: 8,020,852
Munus: 5,409,704
Erbey Holding: 15,430,556
|
||
|
CUSIP NO. 675746309
|
Page 13 of 15 Pages
|
|
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:
|
|
This Item 6 is not applicable.
|
|
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
|
|
See Item 4(a) above.
|
|
|
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.
|
|
|
Item 10.
|
Certification:
|
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.
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|
CUSIP NO. 675746309
|
Page 14 of 15 Pages
|
| Date: February 16, 2016 |
William C. Erbey
|
|
|
By:
|
/s/ William C. Erbey
|
|
| Date: February 16, 2016 |
E. Elaine Erbey
|
|
|
By:
|
/s/ E. Elaine Erbey
|
|
| Date: February 16, 2016 |
Caritas Partners, LLC
|
|
|
By:
|
/s/ William C. Erbey
|
|
|
William C. Erbey
Manager
|
||
|
Date: February 16, 2016
|
Caritas Charitable Remainder Trust
|
|
|
By:
|
/s/ William C. Erbey
|
|
|
William C. Erbey
|
||
|
Co-Trustee
|
||
| By: | /s/ E. Elaine Erbey | |
|
E. Elaine Erbey
Co-Trustee
|
| Date: February 16, 2016 |
Salt Pond Holdings, LLC
|
|
|
By:
|
/s/ William C. Erbey
|
|
|
William C. Erbey
President |
||
| Date: February 16, 2016 |
Tribue Limited Partnership
|
|
|
By:
|
/s/ William C. Erbey
|
|
|
William C. Erbey
General Partner
|
||
| Date: February 16, 2016 |
Munus, L.P.
|
|
|
By:
|
/s/ William C. Erbey
|
|
|
William C. Erbey
General Partner
|
||
| Date: February 16, 2016 |
Erbey Holding Corporation
|
|
|
By:
|
/s/ William C. Erbey
|
|
|
William C. Erbey
President |
||
|
A.
|
Joint Filing Agreement by and among William C. Erbey, E. Elaine Erbey, Caritas Partners, LLC, Caritas Charitable Remainder Trust, Salt Pond Holdings, LLC, Tribue Limited Partnership, Munus, L.P. and Erbey Holding Corporation
|