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Form 3 OCEANFIRST FINANCIAL For: Dec 01 Filed by: YOUNG SAMUEL

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December 1, 2016 4:31 PM EST
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
YOUNG SAMUEL
(Last) (First) (Middle)
C/O OCEANFIRST BANK
975 HOOPER AVE.
(Street)
TOMS RIVER NJ 08754
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/01/2016 		3. Issuer Name and Ticker or Trading Symbol
OCEANFIRST FINANCIAL CORP [ OCFC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share 23,233 (1) (2)
D
 
Common Stock, par value $0.01 per share 2,918 (1) (2)
I
By Deferred Compensation Plan
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Option (right to buy) 08/18/2011 08/18/2020 Common Stock 16,434 (3) 8.45 (3) D  
Explanation of Responses:
1. 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 "Stock Consideration") and $4.35 in cash, without interest.
2. Represents the Stock Consideration that the reporting person became entitled to receive at the Effective Time.
3. 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 the Ocean Shore stock option by 1.2084 (and rounding up to the nearest whole cent).
/s/ Steven J. Tsimbinos, Power of Attorney 12/01/2016
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS

        Know all by these presents, that the undersigned hereby makes,
constitutes and appoints each of Steven J. Tsimbinos, Denise Horner and Michele
E. Hart as the undersigned's true and lawful attorney-in-fact, with full power
and authority as hereinafter described on behalf of and in the name, place and
stead of the undersigned to:

(1)     prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5
(including any amendments thereto) with respect to the securities of OceanFirst
Financial Corp., a Delaware corporation (the "Company"), with the United States
Securities and Exchange Commission, any national securities exchanges and the
Company, as considered necessary or advisable under Section 16(a) of the
Securities Exchange Act of 1934 and the rules and regulations promulgated
thereunder, as amended from time to time (the "Exchange Act");

(2)     seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's securities
from any third party, including brokers, employee benefit plan administrators
and trustees, and the undersigned hereby authorizes any such person to release
any such information to the undersigned and approves and ratifies any such
release of information; and

(3)     perform any and all other acts which in the discretion of such
attorney-in-fact are necessary or desirable for and on behalf of the undersigned
in connection with the foregoing.

The undersigned acknowledges that:

(1)     this Power of Attorney authorizes, but does not require, each such
attorney-in-fact to act in their discretion on information provided to each such
attorney-in-fact without independent verification of such information;

(2)     any documents prepared and/or executed by any such attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney will be in such
form and will contain such information and disclosure as such attorney-in-fact,
in his or her discretion, deems necessary or desirable;

(3)     neither the Company nor any such attorney-in-fact assumes (i) any
liability for the undersigned's responsibility to comply with the requirement of
the Exchange Act, (ii) any liability of the undersigned for any failure to
comply with such requirements, or (iii) any obligation or liability of the
undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and

(4)     this Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under the
Exchange Act, including without limitation the reporting requirements under
Section 16 of the Exchange Act.

        The undersigned hereby gives and grants each foregoing attorney-in-fact
full power and authority to do and perform all and every act and thing
whatsoever requisite, necessary or appropriate to be done in and about the
foregoing matters as fully to all intents and purposes as the undersigned might
or could do if present, hereby ratifying all that such attorney-in-fact of, for
and on behalf of the undersigned, shall lawfully do or cause to be done by
virtue of this Limited Power of Attorney. By executing this Power of Attorney,
the undersigned hereby revokes any previously executed Power of Attorney
authorizing any individuals other than each foregoing attorney-in-fact to file
the reports described herein on his behalf, and authorizes the foregoing to
notify any persons previously authorized to file such reports of such
revocation.

        This Power of Attorney shall remain in full force and effect until
revoked by the undersigned in a signed writing delivered to such
attorney-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 1st day of December, 2016.


                                         /s/ Samuel R. Young
                                         Signature


                                         Samuel R. Young
                                         Print Name

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