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Washington, D.C. 20549

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

 

 

CUSIP No.		68619E208

¹ Represents shares of the Company’s common stock that may be acquired pursuant to a stock purchase warrant issued by the Company in favor of the William M. Davidson Trust u/a/d 12/13/04 (the “Trust”) which may be exercised at the option of the holder, at any time on or prior to April 8, 2013, at an exercise price of $1.22 per share.

CUSIP No. 68619E208

Item 1. Security and Issuer

          The title of the class of equity securities to which this statement relates is Common Stock, par value $0.01 per share (“Common Stock”), of Origen Financial, Inc., a Delaware corporation (the “Company”). The address of the Company’s principal executive offices is 27777 Franklin Road, Suite 1700, Southfield, Michigan 48034.

Item 2. Identity and Background

          (a) This statement is being filed by William M. Davidson, a resident of Michigan (the “Reporting Person”).

          (b) The principal business address of the Reporting Person is 2300 Harmon Road, Auburn Hills, Michigan 48326.

          (c) The present principal occupation or employment of the Reporting Person is Chairman, President and CEO of Guardian Industries Corp., a privately held manufacturing company. Guardian Industries Corp.’s address is 2300 Harmon Road, Auburn Hills, Michigan 48326.

          (d) The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

          (e) The Reporting Person has not, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

          (f) The Reporting Person is a citizen of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration

          The 2,600,000 shares of Common Stock subject to this statement may be acquired, pursuant to a five-year stock purchase warrant (the “Warrant”), at the option of the Trust at an exercise price of $1.22 per share. Funds for any such exercise are expected to be provided by the Trust or the Reporting Person.

Item 4. Purpose of Transaction

          The Reporting Person, on July 11, 2008, sold his entire membership interest in Woodward Holding, LLC, a Michigan limited liability company (“Woodward”), which is the owner of 1,750,000 shares of Common Stock, to Paul A. Halpern, the manager of Woodward, and Jonathan Aaron, the husband of the Reporting Person’s stepdaughter. The aggregate price received by the Reporting Person for his membership interest in Woodward was $1,600,000 (or approximately $0.914 per share of Common Stock). As a result of this transaction, the Reporting Person no longer has any ownership interest in, or dispositive or voting power with respect to, such 1,750,000 shares of Common Stock.

          The Reporting Person owns his remaining securities of the Company for investment purposes and may from time to time increase or decrease his position in the Company’s securities. The Reporting Person intends to review his investment in the Company on a continuing basis. Depending on various factors including, without limitation, the Company’s financial position and strategic direction, the price levels of the Common Stock, conditions in the securities market and general economic and industry conditions, the Reporting Person may in the future take such actions with respect to the investments in the Company as he deems appropriate including, without limitation, purchasing additional shares of Common Stock, exercising the Warrant or selling some or all of the shares of Common Stock or changing his intention with respect to any and all matters described below. In addition, in connection with the loan transactions pursuant to which the Warrant was issued to the Reporting Person, the Reporting Person had requested that Jonathan Aaron be appointed to the Company’s Board of Directors. The Reporting Person has been advised that such appointment remains under consideration by the Company.

          Other than as described above, the Reporting Person has no current plans or proposals which relate to, or would result in, (a) the acquisition by any person of additional securities of the Company, or the disposition of

CUSIP No. 68619E208

securities of the Company, (b) any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries, (c) any sale or transfer of a material amount of assets of the Company or any of its subsidiaries, (d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, (e) any material change in the Company’s present capitalization or dividend policy, (f) any other material change in the Company’s business or corporate structure, (g) any changes in the Company’s Certificate of Incorporation or Bylaws or other actions which may impede the acquisition of control of the Company by any person, (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (i) a class of the Company’s equity securities becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended, or (j) any action similar to those enumerated above. The foregoing notwithstanding, the Reporting Person intends to remain free to take such actions, including the making of such proposals, as he may from time to time deem appropriate in light of the circumstances which might arise from time to time.

Item 5. Interest in Securities of the Issuer

          (a) The Reporting Person beneficially owns 2,600,000 shares of Common Stock (which shares may be acquired upon exercise of the Warrant by the Trust), constituting approximately 9.1% of the shares of Common Stock, based on 26,001,581 shares of Common Stock issued and outstanding as of May 1, 2008, as reported on the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, plus the 2,600,000 shares of Common Stock issuable upon exercise of the Warrant.

          (b) The Reporting Person has sole voting and dispositive power with respect to the 2,600,000 shares of Common Stock that may be acquired by the Trust upon exercise of the Warrant. The Trust is a revocable grantor trust and was established by the Reporting Person as the grantor. As the grantor of the Trust, the Reporting Person is the beneficial owner of the securities held by the Trust. The principal business and office address of the Trust is 2300 Harmon Road, Auburn Hills, Michigan 48326. The Trust has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). The Trust has not, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

          (c) Other than selling its interest in Woodward, as described in Item 4, there have been no transactions in the Company’s Common Stock in the last sixty days by the Reporting Person.

          (d) No person other than the Reporting Person or the Trust is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock beneficially owned by the Reporting Person.

          (e) Not Applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

          As described in Item 3, the shares of Common Stock beneficially owned by the Reporting Person may be acquired by the Reporting Person pursuant to the terms of the Warrant. The Warrant was issued in connection with a $46 million loan made by the Trust to the Company. As part of that transaction, the Company and the Trust also entered into a Registration Rights Agreement, dated as of April 8, 2008. See the disclosure regarding such contracts, arrangements, understandings or relationships in the Company’s Current Report on Form 8-K, dated April 8, 2008, which details the transaction relating to the Warrant and the related Registration Rights Agreement (the “Form 8-K”), which is incorporated in this schedule by reference.

Item 7. Material to Be Filed as Exhibits

          See Exhibits 4.1 and 4.2 to the Form 8-K which are incorporated in this schedule by reference.

CUSIP No. 68619E208

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.

Dated: July 24, 2008