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