OCEANFIRST FINANCIAL CORP — Director's Dealing 2018

Jan 25, 2018

SEC Form 3/A — Form 3/A

Issuer: OCEANFIRST FINANCIAL CORP (OCFC)
CIK: 0001004702
Period of Report: 2016-12-01

Reporting Person: YOUNG SAMUEL (Director)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	16263	Direct
Common Stock, par value $0.01 per share	5068	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option (right to buy)	$8.45	2020-08-18	Common Stock (16434.0)		Direct

Footnotes

F1: On November 30, 2016, pursuant to the Agreement and Plan of Merger, dated as of July 12, 2016 (the "Merger Agreement"), by and among OceanFirst Financial Corp. ("OceanFirst"), Ocean Shore Holding Co. ("Ocean Shore") and Masters Merger Sub. Corp., a wholly-owned subsidiary of OceanFirst ("Merger Sub"), Merger Sub merged (the "First-Step Merger") with and into Ocean Shore, with Ocean Shore continuing as the surviving entity and, immediately thereafter, Ocean Shore merged with and into OceanFirst, with OceanFirst continuing as the surviving entity. At the effective time of the First-Step Merger (the "Effective Time"), each share of Ocean Shore common stock issued and outstanding immediately prior to such time was converted into the right to receive 0.9667 shares of OceanFirst common stock (the "Share Consideration") and $4.35 in cash, without interest.

F2: Represents the stock consideration that the reporting person was eligible to receive at the Effective Time.

F3: Due to a clerical error, a number of Mr. Young's holdings were inadvertently omitted at the time of the original filing. This form is being filed to correct the number of shares Mr. Young was eligible to receive on December 1, 2016.

F4: At the Effective Time, each option to purchase Ocean Shore common stock was converted into an option to purchase OceanFirst common stock on the same terms and conditions as were applicable immediately prior to the First-Step Merger, except that the number of shares of OceanFirst common stock issuable upon exercise of a converted Ocean Shore stock option was adjusted by multiplying the number of shares of Ocean Shore common stock that were subject to the Ocean Shore stock option by 1.2084 (and rounding down to the nearest whole share), and the exercise price per share of a converted option was adjusted by dividing the exercise price per share of Ocean Shore stock option by 1.2084 (and rounding up to the nearest whole scent).