0001004702-17-000189.txt : 20171102
0001004702-17-000189.hdr.sgml : 20171102
20171102153559
ACCESSION NUMBER: 0001004702-17-000189
CONFORMED SUBMISSION TYPE: 3/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20161201
FILED AS OF DATE: 20171102
DATE AS OF CHANGE: 20171102
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BRADY STEVEN E
CENTRAL INDEX KEY: 0001298431
FILING VALUES:
FORM TYPE: 3/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11713
FILM NUMBER: 171171988
MAIL ADDRESS:
STREET 1: C/O OCEAN SHORE HOLDING CO
STREET 2: 1001 ASBURY AVENUE
CITY: OCEAN CITY
STATE: NJ
ZIP: 08226
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: OCEANFIRST FINANCIAL CORP
CENTRAL INDEX KEY: 0001004702
STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035]
IRS NUMBER: 223412577
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 975 HOOPER AVE
CITY: TOMS RIVER
STATE: NJ
ZIP: 08753-8396
BUSINESS PHONE: 7322404500
MAIL ADDRESS:
STREET 1: 975 HOOPER AVENUE
CITY: TOMS RIVER
STATE: NJ
ZIP: 08723
FORMER COMPANY:
FORMER CONFORMED NAME: OCEAN FINANCIAL CORP
DATE OF NAME CHANGE: 19951208
3/A
1
wf-form3a_150965134601653.xml
FORM 3/A
X0206
3/A
2016-12-01
2016-12-01
0
0001004702
OCEANFIRST FINANCIAL CORP
OCFC
0001298431
BRADY STEVEN E
C/O OCEANFIRST BANK
975 HOOPER AVE
TOMS RIVER
NJ
08754
1
0
0
0
Common Stock
76607
D
Common Stock
17263
I
ESOP
Common Stock
33142
I
By 401(k)
Common Stock
3313
I
By Deferred Compensation Plan
Common Stock
8328
I
By SERP
Common Stock
3866
I
By Stock Award II
Stock Option (right to buy)
8.45
2011-08-18
2020-08-18
Common Stock
65858.0
D
Stock Option (right to buy)
9.37
2008-11-20
2017-11-20
Common Stock
4781.0
D
Stock Option (right to buy)
11.71
2014-11-19
2023-11-19
Common Stock
6042.0
D
On November 30, 2016, pursuant to the Agreement and Plan of Merger, dated 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. As 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 Ocean First common stock (the "Stock Consideration") and $4.35 in cash, without interest.
Represents the Stock Consideration that the reporting person became entitled to receive at the Effective Time.
Due to a clerical error, a number of Mr. Brady's holdings were inadvertently omitted at the time of the original filing. This form is being filed to correct the number of shares Mr. Brady was entitled to receive on December 1, 2016.
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 issuable upon exercise of a converted OceanFirst 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 price per share of the OceanShore stock option by 1.2084 (and rounding up to the nearest whole cent).
Due to a clerical error, a number of Mr. Brady's holdings were inadvertently omitted at the time of the original filing. This form is being filed to correct the number of options Mr. Brady was entitled to receive on December 1, 2016.
/s/ Steven J. Tsimbinos, Power of Attorney
2017-11-02