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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G/A*
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(Rule 13d-102)
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
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TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
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PURSUANT TO 13d-2(b)
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(Amendment no. 1)*
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Ocwen Financial Corporation
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(Name of Issuer)
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Common Stock, $0.01 Par Value Per Share
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(Title of Class of Securities)
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675746309
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(CUSIP Number)
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December 31, 2011
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(Date of event which requires filing of this statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule 13G/A is filed:
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¨
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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(Page 1 of 12 Pages)
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CUSIP No. 675746309
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13G/A
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Page 2 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
Empyrean Capital Fund, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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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
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
1,564,503
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
1,564,503
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,564,503
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.20%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 675746309
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13G/A
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Page 3 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
Empyrean Capital Overseas Master Fund, Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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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
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
4,348,738
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
4,348,738
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,348,738
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.35%
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12
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 675746309
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13G/A
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Page 4 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
Empyrean Capital Partners, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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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
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
5,913,241
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
5,913,241
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,913,241
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.55%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 675746309
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13G/A
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Page 5 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
Empyrean Associates, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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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
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
1,564,503
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
1,564,503
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,564,503
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.20%
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12
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 675746309
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13G/A
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Page 6 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
Amos Meron
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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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
United States & Israel
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
5,913,241
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
5,913,241
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,913,241
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.55%
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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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13G/A
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Page 7 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
Michael Price
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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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
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
5,913,241
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
5,913,241
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,913,241
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.55%
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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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13G/A
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Page 8 of 12 Pages
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Item 1 (a).
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NAME OF ISSUER.
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The name of the issuer is Ocwen Financial Corporation.
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Item 1(b).
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ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
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The Company's principal executive offices are located at 2002 Summit Boulevard, 6th Floor, Atlanta, Georgia 30319.
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Item 2 (a).
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NAME OF PERSON FILING:
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This statement is filed by:
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(i)
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Empyrean Capital Fund, LP ("ECF"), a Delaware limited partnership, with respect to the Common Stock directly held by it;
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(ii)
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Empyrean Capital Overseas Master Fund, Ltd. ("ECOMF"), a Cayman Islands corporation, with respect to the Common Stock directly held by it;
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(iii)
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Empyrean Capital Partners, LP ("ECP"), a Delaware limited partnership, which serves as investment manager to ECF and ECOMF with respect to the shares of Common Stock directly held by ECF and ECOMF;
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(iv)
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Empyrean Associates, LLC ("EA"), a Delaware limited liability company and the general partner of ECF with respect to the shares of Common Stock directly held by ECF; and
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(v)
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Messrs. Amos Meron and Michael Price, with respect to the shares of Common Stock directly held by each of ECF and ECOMF.
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The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of Common Stock owned by another Reporting Person.
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Item 2(b).
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ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
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The address of the business office of each of the Reporting Persons is c/o Empyrean Capital Partners, LP, 10250 Constellation Boulevard, Suite 2950, Los Angeles, CA 90067.
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CUSIP No. 675746309
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13G/A
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Page 9 of 12 Pages
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Item 2(c).
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CITIZENSHIP:
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ECF - a Delaware limited partnership
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ECOMF - a Cayman Island corporation
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ECP - a Delaware limited partnership
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EA - a Delaware limited liability company
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Amos Meron - United States & Israel
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Michael Price - United States
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Item 2(d).
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TITLE OF CLASS OF SECURITIES:
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Common Stock, $0.01 Par Value Per Share (the "Common Stock")
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Item 2(e).
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CUSIP NUMBER:
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675746309
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Item 3.
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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:
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(a)
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¨
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
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(b)
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¨
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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¨
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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¨
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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¨
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Investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
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¨
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Employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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(g)
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¨
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Parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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¨
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Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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¨
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Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
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(j)
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¨
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Non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
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(k)
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¨
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Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
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CUSIP No. 675746309
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13G/A
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Page 10 of 12 Pages
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Item 4.
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OWNERSHIP.
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The percentages used herein are calculated based upon 129,843,217 shares of Common Stock issued and outstanding, which is the total number of Common Stock issued and outstanding as of November 14, 2011, as reported in the Prospectus Supplement filed by the Company on November 14, 2011.
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A.
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Empyrean Capital Fund, LP
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(a)
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Amount beneficially owned: 1,564,503
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(b)
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Percent of class: 1.20%
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(c)
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(i)
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Sole power to vote or direct the vote: 0
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(ii)
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Shared power to vote or direct the vote: 1,564,503
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(iii)
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Sole power to dispose or direct the disposition: 0
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(iv)
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Shared power to dispose or direct the disposition of: 1,564,503
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B.
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Empyrean Capital Overseas Master Fund, Ltd.
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(a)
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Amount beneficially owned: 4,348,738
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(b)
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Percent of class: 3.35%
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(c)
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(i)
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Sole power to vote or direct the vote: 0
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(ii)
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Shared power to vote or direct the vote: 4,348,738
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(iii)
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Sole power to dispose or direct the disposition: 0
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(iv)
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Shared power to dispose or direct the disposition: 4,348,738
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C.
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Empyrean Capital Partners, LP
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(a)
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Amount beneficially owned: 5,913,241
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(b)
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Percent of class: 4.55%
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(c)
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(i)
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Sole power to vote or direct the vote: 0
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(ii)
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Shared power to vote or direct the vote: 5,913,241
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(iii)
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Sole power to dispose or direct the disposition: 0
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(iv)
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Shared power to dispose or direct the disposition: 5,913,241
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D.
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Empyrean Associates, LLC
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(a)
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Amount beneficially owned: 1,564,503
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(b)
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Percent of class: 1.20%
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(c)
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(i)
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Sole power to vote or direct the vote: 0
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(ii)
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Shared power to vote or direct the vote: 1,564,503
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(iii)
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Sole power to dispose or direct the disposition: 0
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(iv)
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Shared power to dispose or direct the disposition: 1,564,503
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E.
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Amos Meron
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(a)
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Amount beneficially owned: 5,913,241
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(b)
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Percent of class: 4.55%
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(c)
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(i)
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Sole power to vote or direct the vote: 0
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(ii)
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Shared power to vote or direct the vote: 5,913,241
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(iii)
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Sole power to dispose or direct the disposition: 0
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(iv)
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Shared power to dispose or direct the disposition: 5,913,241
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F.
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Michael Price
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(a)
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Amount beneficially owned: 5,913,241
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(b)
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Percent of class: 4.55%
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||||
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(c)
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(i)
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Sole power to vote or direct the vote: 0
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(ii)
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Shared power to vote or direct the vote: 5,913,241
|
||||
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(iii)
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Sole power to dispose or direct the disposition: 0
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||||
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(iv)
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Shared power to dispose or direct the disposition: 5,913,241
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||||
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CUSIP No. 675746309
|
13G/A
|
Page 11 of 12 Pages
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Item 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
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This statement is being filed to report the fact that as of December 31, 2011 the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities.
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Item 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
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Not applicable.
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Item 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
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Not applicable.
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Item 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
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Not applicable.
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Item 9.
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NOTICE OF DISSOLUTION OF GROUP.
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Not applicable.
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Item 10.
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CERTIFICATION.
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Each of the Reporting Persons hereby makes the following certification:
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By signing below each Reporting Person certifies that, to the best of its 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
|
13G/A
|
Page 12 of 12 Pages
|
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EMPYREAN CAPITAL PARTNERS, LP
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By:
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Empyrean Capital, LLC, its General Partner
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By:
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/s/ C. Martin Meekins
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Name:
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C. Martin Meekins
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Title:
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Authorized Signatory
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EMPYREAN CAPITAL FUND, LP
|
||||
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By:
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Empyrean Capital Partners, LP, its Investment Manager
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|||
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By:
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Empyrean Capital, LLC, its General Partner
|
|||
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By:
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/s/ C. Martin Meekins
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|||
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Name:
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C. Martin Meekins
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|||
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Title:
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Authorized Signatory
|
|||
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EMPYREAN CAPITAL OVERSEAS MASTER FUND, LTD.
|
||||
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By:
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Empyrean Capital Partners, LP, its Investment Manager
|
|||
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By:
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Empyrean Capital, LLC, its General Partner
|
|||
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By:
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/s/ C. Martin Meekins
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|||
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Name:
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C. Martin Meekins
|
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Title:
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Authorized Signatory
|
|||
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EMPYREAN ASSOCIATES, LLC
|
||||
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By:
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/s/ C. Martin Meekins
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Name:
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C. Martin Meekins
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Title:
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Authorized Signatory
|
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/s/ Amos Meron
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||||
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Amos Meron
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/s/ Michael Price
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Michael Price
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