SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MOSS WILLIAM D

(Last)

(First)

(Middle)

110 WEST FRONT STREET

(Street)

RED BANK

07701

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
OCEANFIRST FINANCIAL CORP [ OCFC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2020

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/01/2020		A		11,408	A	⁽¹⁾⁽²⁾	11,408	D
Common Stock	01/01/2020		A		6,623	A	⁽¹⁾⁽²⁾	6,623	I	By IRA
Common Stock	01/01/2020		A		85,813	A	⁽¹⁾⁽²⁾	85,813	I	By Trust
Common Stock	01/01/2020		A		3,919	A	⁽¹⁾⁽²⁾	3,919	I	By Spouse
Common Stock	01/01/2020		A		318	A	⁽¹⁾⁽²⁾	318	I	By Daughter
Common Stock	01/01/2020		A		458	A	⁽¹⁾⁽²⁾	458	I	By Son

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On January 1, 2020, pursuant to the Agreement and Plan of Merger, dated as of August 9, 2019 (the "Merger Agreement"), by and among OceanFirst Financial Corp. ("OceanFirst"), Two River Bancorp ("Two River") and Hammerhead Merger Sub Corp., a wholly-owned subsidiary of OceanFirst ("Merger Sub"), Merger Sub merged with and into Two River (the "First-Step Merger"), with Two River continuing as the surviving entity and, immediately thereafter, Two River merged with and into OceanFirst, with OceanFirst continuing as the surviving entity.

2. (continued from footnote 1) At the effective time of the First-Step Merger (the "Effective Time"), each share of Two River common stock issued and outstanding immediately prior to the Effective Time (other than Exception Shares as defined in the Merger Agreement) was converted into the right to receive 0.6663 shares of OceanFirst common stock (the "Stock Consideration") and $5.375 in cash. Shares listed in column 4 represent the Stock Consideration that the reporting person became entitled to receive at the Effective Time.

Remarks:

	/s/ Steven J. Tsimbinos, Power of Attorney	01/02/2019
	** 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).
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