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^*

Lebel Joseph III

(Last)

(First)

(Middle)

975 HOOPER AVENUE

(Street)

TOMS RIVER

08754

(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)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		EVP, CBO OceanFirst Bank

3. Date of Earliest Transaction (Month/Day/Year)
01/24/2018

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	01/24/2018		A		9,225	A	$0	28,346	D⁽¹⁾
Common Stock	01/24/2018		A		17,154	A	$0	45,500	D⁽²⁾
Common Stock								9,707	I	By 401(k)⁽³⁾
Common Stock								7,771	I	By ESOP⁽³⁾
Common Stock								675	I	By Spouse⁽⁴⁾

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)
Stock Option (right to buy)	$27.4	01/24/2018		A		15,485		03/01/2019	01/24/2028	Common Stock	15,485	$0	15,485	D⁽⁵⁾
Stock Option (right to buy)	$14.62							02/15/2014	02/15/2023	Common Stock	11,250		11,250	D⁽⁵⁾
Stock Option (right to buy)	$14.55							06/17/2014	06/17/2023	Common Stock	11,250		11,250	D⁽⁵⁾
Stock Option (right to buy)	$17.75							03/01/2015	03/19/2024	Common Stock	24,375		24,375	D⁽⁵⁾
Stock Option (right to buy)	$17.37							03/01/2016	03/18/2025	Common Stock	30,000		30,000	D⁽⁵⁾
Stock Option (right to buy)	$17.28							03/01/2017	03/16/2026	Common Stock	37,500		37,500	D⁽⁵⁾
Stock Option (right to buy)	$29.01							03/15/2018	03/15/2027	Common Stock	45,000		45,000	D⁽⁵⁾

Explanation of Responses:

1. Restricted shares awarded. Such shares vest in five equal annual installments beginning on March 1, 2019. Total includes other restricted shares that vest in the future.

2. One third of such shares vest on each of March 1, 2019, 2020, and 2021 at approximately 60% or approximately 80% to 100% depending on the attainment of defined performance criteria for each of the calendar years ended 2018, 2019, and 2020, or are forfeited if threshold performance is not met. Total includes other restricted shares that vest in the future.

3. This form reflects increases in beneficial ownership resulting from exempt acquisitions pursuant to Rule 16b-3(c).

4. This form reflects increases in beneficial ownership resulting from exempt acquisitions pursuant to Rule 16a-11.

5. Options vest in five equal annual installments beginning on the date first exercisable.

Remarks:

	/s/ Steven J. Tsimbinos, Power of Attorney	01/25/2018
	** 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.
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