As filed with the Securities and Exchange Commission on October 6, 2016August 29, 2017

Registration No. 333-213307333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

FORMS-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

OCEANFIRST FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

975 HOOPER AVENUE, TOMS RIVER, NEW JERSEY 08753

(732)240-4500

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Christopher D. Maher

President and Chief Executive Officer

975 Hooper Avenue

Toms River, New Jersey 08753

(732)240-4500

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and the conditions to the closing of the merger described herein have been satisfied or waived.

If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:  ¨☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule13e-4(i) (Cross-Border Issuer Tender Offer)  ¨☐

Exchange Act Rule 14d-1(d)14d- 1(d) (Cross-Border Third-Party Tender Offer)  ¨☐

CALCULATION OF REGISTRATION FEE

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This document shalldoes not constitute an offer to sell, or thea solicitation of anyan offer to buy, nor shall there be any sale of these securities, in any jurisdiction in whichto or from any person to whom it is unlawful to make any such offer or solicitation or sale would be unlawful prior to registration or qualification under the securities laws of anyin such jurisdiction.

PRELIMINARY — SUBJECT TO COMPLETION — DATED OCTOBER 6, 2016AUGUST 29, 2017

Proxy Statement		Prospectus

MERGER AND SHARE ISSUANCE PROPOSED — YOUR VOTE IS VERY IMPORTANT

Dear Stockholder:

On July 12, 2016,June 30, 2017, OceanFirst Financial Corp., a Delaware corporation (which we refer to as “OceanFirst”), Ocean Shore Holding Co.Sun Bancorp, Inc., a New Jersey corporation (which we refer to as “Ocean Shore”“Sun”), and MastersMercury Merger Sub Corp., a New Jersey corporation and a wholly-owned subsidiary of OceanFirst (which we refer to as “Merger Sub”), entered into an Agreement and Plan of Merger (which we refer to as the “merger agreement”) that provides for the combination of OceanFirst and Ocean Shore.Sun. Under the terms of the merger agreement, (i) Merger Sub will merge with and into Ocean ShoreSun (which we refer to as the “first-step merger”), with Ocean ShoreSun continuing as the surviving corporation in the first-step merger and as a wholly-owned subsidiary of OceanFirst, (ii) immediately following the completion of the first-step merger, Ocean ShoreSun will merge with and into OceanFirst (which we refer to as the “second-step merger” and, together with the first-step merger, the “integrated mergers”), with OceanFirst continuing as the surviving corporation in the second-step merger (we refer to the surviving corporation following the second-step merger as the “combined company”), and (iii) immediately following the completion of the integrated mergers, Ocean City HomeSun National Bank, a federal savingsnational bank and a wholly-owned subsidiary of Ocean ShoreSun (which we refer to as “Ocean Shore“Sun National Bank”), will merge with and into OceanFirst Bank, a federal savings bank and a wholly-owned subsidiary of OceanFirst (which we refer to as “OceanFirst Bank”), with OceanFirst Bank being the surviving bank in such merger (which we refer to as the “bank merger” and, together with the integrated mergers, the “Transactions”).

At the effective time of the first-step merger (which we refer to as the “effective time”), each outstanding share of the common stock, par value $0.01$5.00 per share, of Ocean ShoreSun (which we refer to as “Ocean Shore“Sun common stock”), except for specifiedcertain shares of Ocean ShoreSun common stock owned by Ocean ShoreSun or OceanFirst, will be converted into the right to receive $4.35either:

Holders of theSun common stock par value $0.01 per share, of OceanFirst (which we referwill have the right to aselect to receive the “OceanFirst common stock”), together with cash in lieu of fractional shares. The cash consideration andor the stock consideration, are collectively referredsubject to as the “merger consideration.”

Althoughallocation and proration provisions of the merger agreement. The merger agreement provides that the aggregate amount of cash consideration will not exceed the product of (x) $3.78 and (y) the total number of shares of OceanFirstSun common stock that holders of Ocean Shore common stock (which we referissued and outstanding immediately prior to as the “Ocean Shore stockholders”) will be entitled to receive is fixed, theeffective time.

The market value of the stock consideration will fluctuate with the market price of OceanFirst common stock and will not be known at the time Ocean Shore stockholders vote on the first-step merger. However, Ocean Shore has the right to terminate the merger agreement if, at any time during a five-day period following the datethat holders of receipt of the requisite regulatory approvals for the Transactions, the market value of OceanFirstSun common stock (i) is less than $14.46 and (ii) fails to meet certain comparison thresholds relative to the NASDAQ Bank Index. If Ocean Shore elects to exercise this termination right, then OceanFirst has the option to override the proposed termination by increasing the exchange ratio to a level that would cause either of the two requirements of this termination right to not be satisfied. Based on the $18.74 closing price of OceanFirst common stock on the NASDAQ Global Select Market (which we refer to as the “NASDAQ”“Sun shareholders”) vote on July 12, 2016, the last full trading day before the public announcement of the Transactions, the per share value of the stock consideration was equal to $18.12 and the per share value of the merger consideration was equal to $22.47.first-step merger. Based on the $[●] closing price of OceanFirst common stock on the NASDAQ on [●], 2016,2017, the latest practicable trading day before the printing of this joint proxy statement/prospectus, the per share value of the merger consideration was equal to $[●] (and the aggregate value of the merger consideration was equal to approximately $[●]) million), which includes the value of the stock portion of the merger consideration and the cash portion of the merger consideration. Based on the 0.96670.7884 exchange ratio and the number of shares of Ocean ShoreSun common stock outstanding as of September 23, 2016[●], 2017 (which includes the number of shares of Ocean ShoreSun common stock underlying Ocean Shore’sSun’s restricted stock awards and restricted stock award units as of September 23, 2016)[●], 2017),

the maximum number of shares of OceanFirst common stock estimated to be issuable at the effective time of the first-step merger is 6,294,189.[●].We urge you to obtain current market quotations for OceanFirst (trading symbol “OCFC”) and Ocean ShoreSun (trading symbol “OSHC”“SNBC”).

OceanFirst will hold a special meeting of its stockholders (which we refer to as the “OceanFirst special meeting”) in connection with the issuance of the shares of OceanFirst common stock representing the stock consideration (which we refer to as the “OceanFirst share issuance”). At the OceanFirst special meeting, the holders of OceanFirst common stock (which we refer to as the “OceanFirst stockholders”) will be asked to vote to approve the OceanFirst share issuance. Approval of the OceanFirst share issuance requires the affirmative vote of a majority of the total votes cast by the OceanFirst stockholders at the OceanFirst special meeting.

Ocean ShoreSun will hold a special meeting of its stockholdersshareholders (which we refer to as the “Ocean Shore“Sun special meeting”) in connection with the first-step merger. At the Ocean ShoreSun special meeting, Ocean Shore stockholdersSun shareholders will be asked to vote to approve the merger agreement and related matters, as described in this joint proxy statement/prospectus. Under New Jersey law and Ocean Shore’sSun’s organizational documents, approval of the merger agreement requires the affirmative vote of a majority of the votes cast by Ocean Shore stockholdersSun shareholders entitled to vote at the Ocean ShoreSun special meeting.

The OceanFirst special meeting will be held on [●], 20162017 at 975 Hooper Avenue, Toms River, New Jersey 08753, at [●] local time. The Ocean ShoreSun special meeting will be held on [●], 20162017 at Ocean City Yacht Club, 100 Bay350 Fellowship Road, Ocean City, NJ 08226,Suite 101, Mt. Laurel, New Jersey 08054, at [●] local time.

The Ocean ShoreSun board of directors unanimously recommends that Ocean Shore stockholdersSun shareholders vote “FOR” the approval of the merger agreement and the transactions contemplated thereby, including the first-step merger, “FOR” the Sun merger-related compensation proposal and “FOR” the other matters to be considered at the Ocean Shore special meeting.Sun adjournment proposal.

The OceanFirst board of directors unanimously recommends that OceanFirst stockholders vote “FOR” the OceanFirst share issuance and “FOR” the other matter to be considered at the OceanFirst special meeting.adjournment proposal.

This joint proxy statement/prospectus describes the Ocean ShoreSun special meeting, the OceanFirst special meeting, the Transactions, the OceanFirst share issuance, the documents related to the Transactions and other related matters.Please carefully read this entire joint proxy statement/prospectus, including “Risk“Risk Factors,,” beginning on page[●], for a discussion of the risks relating to the proposed merger and the OceanFirst share issuance.issuance. You also can obtain information about OceanFirst and Ocean ShoreSun from documents that each has filed with the Securities and Exchange Commission.

Christopher D. Maher President, and Chief Executive Officer and Chairman of the Board OceanFirst Financial Corp.		Steven E. BradyThomas M. O’Brien President and Chief Executive Officer Ocean Shore Holding Co.Sun Bancorp, Inc.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the first-step merger or passed upon the adequacy or accuracy of this joint proxy statement/prospectus. Any representation to the contrary is a criminal offense.offense.

The securities to be issued in the first-step merger are not savings or deposit accounts or other obligations of any bank ornon-bank subsidiary of either OceanFirst or Ocean Shore,Sun, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.agency.

The date of this joint proxy statement/prospectus is [●], 2017, and it is first being mailed or otherwise delivered to theOceanFirst stockholders of OceanFirst and Ocean ShoreSun shareholders on or about [●], 2016.2017.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To the Stockholders of OceanFirst:

OceanFirst will hold the OceanFirst special meeting at [●] local time, on [●], 2016,2017, at 975 Hooper Avenue, Toms River, New Jersey 08753 to consider and vote upon the following matters:

We have fixed the close of business on September 27, 2016[●], 2017, as the record date for the OceanFirst special meeting (which we refer to as the “OceanFirst record date”). Only OceanFirst stockholders of record as of the OceanFirst record date are entitled to notice of, and to vote at, the OceanFirst special meeting, or any adjournment of the OceanFirst special meeting. Approval of the OceanFirst share issuance proposal requires the affirmative vote of a majority of the total votes cast by the holders of OceanFirst common stock at the OceanFirst special meeting. The OceanFirst adjournment proposal will be approved if a majority of the votes cast by the holders of OceanFirst common stock at the OceanFirst special meeting are voted in favor of the OceanFirst adjournment proposal.

The OceanFirst board of directors has unanimously approved the merger agreement and the transactions contemplated thereby, including the integrated mergers and the OceanFirst share issuance, and unanimously recommends that OceanFirst stockholders vote “FOR” the OceanFirst share issuance proposal and “FOR” the OceanFirst adjournment proposal.

Your vote is very important.important. We cannot complete the integrated mergers unless the OceanFirst stockholders approve the OceanFirst share issuance proposal.

Regardless of whether you plan to attend the OceanFirst special meeting, please vote as soon as possible. If you hold stock in your name as a stockholder of record of OceanFirst, please complete, sign, date and return the accompanying proxy card in the enclosed postage-paid return envelope. If you hold your stock in “street name” through a bank or broker, please follow the instructions on the voting instruction card furnished by the record holder.

This joint proxy statement/prospectus provides a detailed description of the OceanFirst special meeting, the Transactions, the OceanFirst share issuance, the documents related to the Transactions and other related matters. We urge you to read this entire joint proxy statement/prospectus, including any documents incorporated in thethis joint proxy statement/prospectus by reference, and its annexes carefully and in their entirety.

BY ORDER OF THE BOARD OF DIRECTORS,

Christopher D. Maher

President, and Chief Executive Officer and Chairman of the Board

NOTICE OF SPECIAL MEETING OF STOCKHOLDERSSHAREHOLDERS

To the StockholdersShareholders of Ocean Shore:Sun:

Ocean ShoreSun will hold the Ocean ShoreSun special meeting at [●] local time, on [●], 2016,2017, at Ocean City Yacht Club, 100 Bay350 Fellowship Road, Ocean City, NJ 08226Suite 101, Mt. Laurel, New Jersey 08054 to consider and vote upon the following matters:

We have fixed the close of business on September 23, 2016,[●], 2017, as the record date for the Ocean ShoreSun special meeting (which we refer to as the “Ocean Shore“Sun record date”). Only Ocean Shore stockholdersSun shareholders of record as of the Ocean ShoreSun record date are entitled to notice of, and to vote at, the Ocean ShoreSun special meeting, or any adjournment of the Ocean ShoreSun special meeting. Under New Jersey law and Ocean Shore’sSun’s organizational documents, approval of the Ocean ShoreSun merger proposal requires the affirmative vote of a majority of the total votes cast by Ocean Shore stockholdersSun shareholders entitled to vote at the Ocean ShoreSun special meeting. The Ocean ShoreSun merger-related compensation proposal will be approved if a majority of the votes cast on such proposal at the Ocean ShoreSun special meeting are voted in favor of such proposal. The Ocean ShoreSun adjournment proposal will be approved if a majority of the votes cast on such proposal at the Ocean ShoreSun special meeting are voted in favor of such proposal.

The Ocean ShoreSun board of directors has unanimously approved the merger agreement, has determined that the merger agreement and the transactions contemplated thereby, including the first-step merger,integrated mergers, are advisable and in the best interests of Ocean ShoreSun and its stockholders,shareholders, and unanimously recommends that Ocean Shore stockholdersSun shareholders vote “FOR” the Ocean ShoreSun merger proposal, “FOR” the Ocean ShoreSun merger-related compensation proposal and “FOR” the Ocean ShoreSun adjournment proposal.

Your vote is very important.important. We cannot complete the integrated mergers unless the Ocean Shore stockholdersSun shareholders approve the Ocean ShoreSun merger proposal.

Regardless of whether you plan to attend the Ocean ShoreSun special meeting, please vote as soon as possible. If you hold stock in your name as a stockholdershareholder of record of Ocean Shore,Sun, please complete, sign, date and return the accompanying proxy card in the enclosed postage-paid return envelope. You may also vote through the Internet. If you hold your stock in “street name” through a bank or broker, please follow the instructions on the voting instruction card furnished by the record holder.

This joint proxy statement/prospectus provides a detailed description of the Ocean ShoreSun special meeting, the Transactions, the Sun merger proposal, Sun merger-related compensation proposal, the documents related to the Transactions and other related matters. We urge you to read thethis entire joint proxy statement/prospectus, including any documents incorporated in thethis joint proxy statement/prospectus by reference, and its annexes carefully and in their entirety.

BY ORDER OF THE BOARD OF DIRECTORS,

Steven E. BradyThomas M. O’Brien

President and Chief Executive Officer

REFERENCES TO ADDITIONAL INFORMATION

This joint proxy statement/prospectus incorporates important business and financial information about OceanFirst and Ocean ShoreSun from documents filed with the Securities and Exchange Commission (which we refer to as the “SEC”) that are not included in or delivered with this joint proxy statement/prospectus. You can obtain any of the documents filed with or furnished to the SEC by OceanFirst and/or Ocean ShoreSun at no cost from the SEC’s website at http://www.sec.gov. You may also request copies of these documents, including documents incorporated by reference in this joint proxy statement/prospectus, at no cost by contacting the appropriate company at the following address:

You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, you must request them no later than five business days before the date of your meeting. This means that OceanFirst stockholders requesting documents must do so by [●], 2016,2017, in order to receive them before the OceanFirst special meeting, and Ocean Shore stockholdersSun shareholders requesting documents must do so by [●], 2016,2017, in order to receive them before the Ocean ShoreSun special meeting.

You should rely only on the information contained in, or incorporated by reference into, this document. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this document. This document is dated [●], 2016,2017, and you should assume that the information in this document is accurate only as of such date. You should assume that the information incorporated by reference into this document is accurate as of the date of such document, and neither the mailing of this document to Ocean Shore stockholdersSun shareholders or OceanFirst stockholders nor the issuance by OceanFirst of shares of OceanFirst common stock in connection with the first-step merger will create any implication to the contrary.

This document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Except where the context otherwise indicates, information contained in this document regarding Ocean ShoreSun has been provided by Ocean ShoreSun and information contained in this document regarding OceanFirst has been provided by OceanFirst.

See “Where You Can Find More Information” beginning on page [●] for more details.

TABLE OF CONTENTS

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QUESTIONS AND ANSWERS

The following are some questions that you, as an OceanFirst stockholder or an Ocean Shore stockholder,a Sun shareholder, may have about the Transactions, the OceanFirst share issuance, the OceanFirst special meeting or the Ocean ShoreSun special meeting, as applicable, and brief answers to those questions. We urge you to read carefully the remainder of this joint proxy statement/prospectus because the information in this section does not provide all of the information that might be important to you with respect to the Transactions, the OceanFirst share issuance, the OceanFirst special meeting or the Ocean ShoreSun special meeting, as applicable. For details about where you can find additional important information, please see the section of this joint proxy statement/prospectus entitled “Where You Can Find More Information” beginning on page [●].

Unless the context otherwise requires, references in this joint proxy statement/prospectus to “OceanFirst” refer to OceanFirst Financial Corp., a Delaware corporation, and its subsidiaries, and references to “Ocean Shore”“Sun” refer to Ocean Shore Holding Co.Sun Bancorp, Inc., a New Jersey corporation, and its subsidiaries.

Q: What are the Transactions?

A: OceanFirst, Ocean ShoreSun and Mercury Merger Sub Corp. (which we refer to as “Merger Sub”) entered into the merger agreement on July 12, 2016.June 30, 2017. The first-step merger is the first step in a series of transactions to combine OceanFirst and Ocean Shore,Sun, and their respective subsidiary banks, OceanFirst Bank and Ocean City Home Bank (which we refer to as “Ocean Shore Bank”).Sun National Bank.

Under the terms of the merger agreement:

A copy of the merger agreement is included in this joint proxy statement/prospectus asAnnex A.

The integrated mergers cannot be completed unless, among other things:

The completion of the integrated mergers is subject to the fulfillment of additional customary conditions, which are discussed in the section of this joint proxy statement/prospectus entitled “The Merger Agreement — Conditions—Conditions to Complete the Integrated Mergers” beginning on page [●].

Q: Why am I receiving this joint proxy statement/prospectus?

A: We are delivering this document to you because it is a joint proxy statement being used by both the OceanFirst board of directors (which we refer to as the “OceanFirst board”) and the Ocean ShoreSun board of

directors (which we refer to as the “Ocean Shore“Sun board”) to solicit proxies of the stockholders of OceanFirst and Ocean Shore,shareholders of Sun, as applicable, in connection with the approval of the OceanFirst share issuance and the first-stepSun merger proposal, as applicable, and related matters.

In order to approve the OceanFirst share issuance, OceanFirst has called a special meeting of the OceanFirst stockholders (which we refer to as the “OceanFirst special meeting”). In order to approve the Sun merger agreement and the transactions contemplated thereby, including the first-step merger, Ocean Shoreproposal, Sun has called a special meeting of the Ocean Shore stockholdersSun shareholders (which we refer to as the “Ocean Shore“Sun special meeting”). This document also serves as a notice of the OceanFirst special meeting and the Ocean ShoreSun special meeting, and describes the proposals to be presented at each special meeting.

In addition, this document is also a prospectus that is being delivered to Ocean Shore stockholdersSun shareholders because OceanFirst is offering shares of OceanFirst common stock to Ocean Shore stockholdersSun shareholders in connection with, and as consideration for, the first-step merger.

This joint proxy statement/prospectus contains important information about the Transactions. This document also contains important information about the proposals being voted on at the OceanFirst special meeting and the Ocean ShoreSun special meeting, respectively. You should read this document carefully and in its entirety. The enclosed materials allow you to have your shares voted by proxy without attending your special meeting.Your vote is important. We encourage you to submit your proxy as soon as possible.

Q: In addition to the OceanFirst share issuance, what else are OceanFirst stockholders being asked to vote on at the OceanFirst special meeting?

A: In addition to voting on the OceanFirst share issuance (which we refer to as the “OceanFirst share issuance proposal”), OceanFirst is soliciting proxies from the OceanFirst stockholders with respect to a proposal to adjourn the OceanFirst special meeting, if necessary or appropriate, to solicit additional proxies in favor of the OceanFirst share issuance proposal (which we refer to as the “OceanFirst adjournment proposal”). Completion of the integrated mergers is not conditioned upon approval of the OceanFirst adjournment proposal.

Q: In addition to the approval of the merger agreement and the transactions contemplated thereby, including the first-step merger, what else are Ocean Shore stockholdersSun shareholders being asked to vote on at the Ocean ShoreSun special meeting?

A: In addition to voting on the Ocean ShoreSun merger proposal, Ocean ShoreSun is soliciting proxies from the Ocean Shore stockholdersSun shareholders with respect to a proposal to approve, on an advisory(non-binding) basis, the compensation that certain executive officers of Ocean ShoreSun may receive in connection with the first-step merger pursuant to agreements or arrangements with Ocean ShoreSun (which we refer to as the “Ocean Shore“Sun merger-related compensation proposal”) and a proposal to adjourn the Ocean ShoreSun special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Ocean ShoreSun merger proposal (which we refer to as the “Ocean Shore“Sun adjournment proposal”). Completion of the integrated mergers is not conditioned upon approval of the Ocean ShoreSun merger-related compensation proposal or the Ocean ShoreSun adjournment proposal.

Q: What will Ocean Shore stockholdersSun shareholders be entitled to receive in the first-step merger?

A: If the first-step merger is completed, each outstanding share of Ocean ShoreSun common stock, except for certain shares of Ocean ShoreSun common stock owned by Ocean ShoreSun or OceanFirst, will be converted into the right to receive $4.35either:

(ii)

a number of shares of OceanFirst common stock equal to the quotient of (A) the cash consideration divided by (B) the OceanFirst share closing price (we refer to such quotient as the “exchange ratio,” we refer to such number of shares as the “stock consideration” and we refer to the stock consideration and the cash consideration as the “merger consideration”).

Holders of Sun common stock will have the right to elect to receive the cash without interest,consideration or the stock consideration, subject to the allocation and 0.9667proration provisions of the merger agreement. The merger agreement provides that the aggregate amount of cash consideration will not exceed the product of (x) $3.78 and (y) the total number of shares of OceanFirst common stock. OceanFirst will not issue any fractional shares of OceanFirstSun common stock inissued and outstanding immediately prior to the effective time of the first-step merger. Ocean Shore stockholdersmerger (which we refer to as the “effective time”). Sun shareholders who would otherwise be entitled to receive a fractional share of OceanFirst common stock upon the completion of the first-step merger will instead be entitled to receive an amount in cash (rounded to the nearest cent) based on the average closing-sale priceOceanFirst share closing price.

Q: Will the Sun shareholders receive the form of consideration they elect?

A: A Sun shareholder may not receive the form of consideration that such Sun shareholder elects in the first-step merger. The allocation and proration provisions of the merger agreement will result, regardless of the elections made, in the total cash consideration being equal to the product of $3.78 and the total number of shares of Sun common stock issued and outstanding immediately prior to the effective time (we refer to such product as the “cash component”). Accordingly, upon the conversion of shares of Sun common stock (excluding certain shares of Sun common stock owned by Sun or OceanFirst or any of their respective subsidiaries) into the right to receive the merger consideration, the number of shares of Sun common stock to be converted into the right to receive the cash consideration will equal the quotient of the cash component divided by the per share cash consideration (we refer to such quotient as the “cash conversion number”), and the balance of the shares of Sun common stock that are entitled to receive the merger consideration will be converted into the right to receive the stock consideration.

Pursuant to the allocation and proration provisions of the merger agreement, if the number of shares of Sun common stock for which a cash election has been made exceeds the cash conversion number, a pro rata portion of all those shares for which a cash election has been made will instead be converted into the right to receive the stock consideration. Similarly, if the number of shares of Sun common stock for which a cash election has been made is less than the cash conversion number, the outstanding shares of Sun common stock with respect to which no election has been made will be converted to the cash consideration before any outstanding shares of Sun common stock with respect to which a stock election has been made are converted to the cash consideration. The allocation of the consideration payable to the Sun shareholders in the first-step merger will not be known until the results of the merger consideration elections made by the Sun shareholders are tallied, which will not occur until near or after the closing of the Transactions. See “The Merger Agreement — Merger Consideration” beginning on page [●].

Q: How will Sun shareholders make their elections to receive either the cash consideration or the stock consideration in the first-step merger?

A: An election form will be mailed to each holder of record of Sun common stock as of the business day immediately preceding the date on which the election forms are mailed. The mailing will occur at least 20 business days prior to the anticipated election deadline, which is expected to be 5:00 p.m. local time (determined as the city in which the principal office of the exchange agent is located) on the date OceanFirst and Sun agree is as near as practicable to two business days before the closing date. OceanFirst will also make an election form available to each Sun shareholder who, following the date on which the election forms are initially mailed but prior to the election deadline, requests such election form. Each Sun shareholder should complete and return the election form, along with Sun stock certificate(s) (or a properly completed notice of guaranteed delivery), according to the instructions included with the form. The election form will be provided to Sun shareholders under separate cover and is not being provided with this document.

If you own shares of Sun common stock in “street name” through a bank, broker or other nominee and you wish to make an election, you should seek instructions from the bank, broker or other nominee holding your shares concerning how to make an election. If you do not send in the election form with your stock certificate(s) by the election deadline, you will be treated as though you had not made an election.

Q: What happens if a Sun shareholder does not make a valid election to receive either the cash consideration or the stock consideration?

A: If a Sun shareholder does not return a properly completed election form by the election deadline specified in the election form, such Sun shareholder shares of Sun common stock will be considered“non-election” shares and will be converted into the right to receive the stock consideration or the cash consideration according to the allocation and proration provisions of the merger agreement. In the event one form of merger consideration (i.e., cash or shares of OceanFirst common stock) is undersubscribed, shares of Sun common stock for which no election was validly made will be allocated to that form of merger consideration before shares of Sun common stock electing the five full trading days ending onoversubscribed form of merger consideration will be allocated to the day precedingundersubscribed form of merger consideration pursuant to the day on whichallocation and proration provisions of the first-step merger agreement. Accordingly, although electing one form of merger consideration will not guarantee you will receive that form of merger consideration for all of your shares of Sun common stock, in the event proration is completed.necessary, electing shares will be allocated the undersubscribed form of consideration only after such consideration is allocated to“non-election” shares.

Q: What will OceanFirst stockholders be entitled to receive in the first-step merger?

A: OceanFirst stockholders will not be entitled to receive any merger consideration and will continue to hold the shares of OceanFirst common stock that they held immediately prior to the completion of the first-step merger.

Q: How will the first-step merger affect Ocean ShoreSun equity awards?

A: The Ocean ShoreSun equity awards will be affected as follows:

Restricted Stock Awards: At the effective time, of the first-step merger (which we refer to as the “effective time”), each restricted stock award granted by Ocean ShoreSun will become fully vested, and each holder of such restricted stock awards will be entitled to receive the per share merger consideration forand will have the right to elect to receive the cash consideration or the stock consideration with respect to each share of Ocean ShoreSun common stock held subject to such awards, subject to the allocation and proration provisions of the merger agreement.

Restricted Stock Unit Awards: At the effective time, each restricted stock unit award granted by Sun will be cancelled, and each holder of such holder.restricted stock unit awards will be entitled to receive the merger consideration and will have the right to elect to receive the cash consideration or the stock consideration with respect to each share of Sun common stock held subject to such awards, subject to the allocation and proration provisions of the merger agreement.

Stock Options: Also atAt the effective time, alleach outstanding and unexercised optionsoption to purchase Ocean ShoreSun common stock will fully vest and will convertbe converted into optionsan option to purchase a number of shares of OceanFirst common stock (rounded down to the nearest whole share) determined by multiplying (i) the number of shares of Ocean ShoreSun common stock subject to such Ocean ShoreSun stock option immediately prior to the effective time by (ii) 1.2084;the exchange ratio; and the exercise price per share of the new option will be equal to the quotient obtained by dividing (a) the per share exercise price for the shareseach share of Ocean ShoreSun common stock subject to such Ocean ShoreSun option by (b) 1.2084the exchange ratio (rounded up to the nearest whole cent).

Q: Will the value of the merger consideration change between the date of this joint proxy statement/prospectus and the time that the first-step merger is completed?

A: Yes. AlthoughAny changes in the exchange ratio is fixed,market price of OceanFirst common stock will have a corresponding effect on the value of the stock portionconsideration. In addition, because the value of the mergerper share cash consideration will fluctuate betweenis derived from the date of this joint proxy statement/prospectus andOceanFirst share closing price during a period prior to the closing, date becauseany changes in the market value forprice of OceanFirst common stock fluctuates. Thewill also have a corresponding effect on the amount of the per share cash consideration. However, the aggregate amount of the cash consideration is fixed.will not exceed the product of (x) $3.78 and (y) the total number of shares of Sun common stock issued and outstanding immediately prior to the effective time.

Q: How does the OceanFirst board recommend that I vote at the OceanFirst special meeting?

A: The OceanFirst board unanimously recommends that you vote “FOR” the OceanFirst share issuance proposal and “FOR” the OceanFirst adjournment proposal.

Q: How does the Ocean ShoreSun board recommend that I vote at the Ocean ShoreSun special meeting?

A: The Ocean ShoreSun board unanimously recommends that you vote “FOR” the Ocean ShoreSun merger proposal, “FOR” the Ocean ShoreSun merger-related compensation proposal and “FOR” the Ocean ShoreSun adjournment proposal.

Q: When and where are the meetings?

A: The OceanFirst special meeting will be held at 975 Hooper Avenue, Toms River, New Jersey 08753 on [●], 2016,2017, at [●] local time.

The Ocean ShoreSun special meeting will be held at Ocean City Yacht Club, 100 Bay350 Fellowship Road, Ocean City, NJ 08226Suite 101, Mt. Laurel, New Jersey 08054 on [●], 2016,2017, at [●] local time.

Q: What do I need to do now?

A: After you have carefully read this entire joint proxy statement/prospectus and have decided how you wish to vote your shares, please vote your shares promptly so that your shares are represented and voted at your special meeting. If you hold your shares in your name as a stockholder of record, you must complete, sign, date and mail your proxy card in the enclosed postage-paid return envelope as soon as possible. Alternatively, Ocean Shore stockholdersSun shareholders may vote through the Internet.Internet or by telephone. Information and applicable deadlines for voting Ocean ShoreSun shares

through the Internet or by telephone are set forth in the enclosed Ocean ShoreSun proxy card instructions. If you hold your shares in “street name” through a bank or broker, you must direct your bank or broker how to vote in accordance with the instructions you have received from your bank or broker. “Street name” stockholders who wish to vote in person at their special meeting will need to obtain a legal proxy from the institution that holds their shares.

Q: What constitutes a quorum for the OceanFirst special meeting?

A: The presence at the OceanFirst special meeting, in person or by proxy, of holders representing at least a majority of the outstanding shares of OceanFirst common stock entitled to be voted at the OceanFirst special meeting will constitute a quorum for the transaction of business at the OceanFirst special meeting. Once a share is represented for any purpose at the OceanFirst special meeting, it is deemed present for quorum purposes for the remainder of the OceanFirst special meeting or for any adjournment(s) thereof. Abstentions and brokernon-votes, if any, will be included in determining the number of shares present at the meeting for the purpose of determining the presence of a quorum.

Q: What constitutes a quorum for the Ocean ShoreSun special meeting?

A: The presence at the Ocean ShoreSun special meeting, in person or by proxy, of holders representing at least a majority of the issued and outstanding shares of Ocean ShoreSun common stock entitled to be voted at the Ocean ShoreSun special meeting will constitute a

quorum for the transaction of business at the Ocean ShoreSun special meeting. Once a share is represented for any purpose at the Ocean ShoreSun special meeting, it is deemed present for quorum purposes for the remainder of the Ocean ShoreSun special meeting or for any adjournment(s) thereof. Abstentions and brokernon-votes, if any, will be included in determining the number of shares present at the meeting for the purpose of determining the presence of a quorum.

Q: What is the vote required to approve each proposal at the OceanFirst special meeting?

A:OceanFirst share issuance proposal:

OceanFirst adjournment proposal:

Q: What is the vote required to approve each proposal at the Ocean ShoreSun special meeting?

A:Ocean ShoreSun merger proposal:

•

Effect of abstentions and brokernon-votes: If you mark “ABSTAIN” on your proxy, fail to submit a proxy or fail to vote in person at the Ocean ShoreSun special meeting, or fail to instruct your bank or broker how to vote with respect to the Ocean ShoreSun merger proposal, it will have no effect on the Ocean ShoreSun merger proposal.

Ocean ShoreSun merger-related compensation proposal:

Ocean ShoreSun adjournment proposal:

OceanFirst has entered into agreements (which we refer to as the “voting and support agreements”) with (1) Bernard Brown, Sidney R. Brown, Anne Koons, Irwin J. Brown, Jeffrey S. Brown, Shirley Brown, The Bernard A. Brown 2012 Trust, Sidney & Sandy Brown Foundation, Inc., The Four B’s, Interactive Logistics, LLC, National Distribution Centers, L.P., National Freight, Inc. and Vineland Construction Co. (which we refer to collectively as the “Brown family”) and (2) WLR SBI AcquisitionCo, LLC and its ultimate controlling affiliate, WL Ross & Co., LLC (which we refer to collectively as “WLR”) (which we refer to collectively as the “Sun supporting shareholders”), who have agreed, subject to certain exceptions, to, among other things, vote the shares of Sun common stock owned beneficially or of record by each Sun supporting shareholder in favor of the merger proposal. In addition, each Sun supporting shareholder has agreed to vote against any proposal made in competition with the merger proposal, as well as certain other restrictions with respect to the voting and transfer of such Sun supporting shareholder’s shares of Sun common stock.

Based on information set forth in filings with the SEC, as of [●], 2017, made by the Sun supporting shareholders, the Sun supporting shareholders beneficially owned, in the aggregate, [●] shares of Sun common stock (approximately 39% of the outstanding shares of Sun common stock).

Q: Why is my vote important?

A: If you do not vote, it will be more difficult for OceanFirst and/or Ocean ShoreSun to obtain the necessary quorum to hold their respective special meetings. If you are an OceanFirst stockholder, your failure to submit a proxy or vote in person, or failure to instruct your bank or broker how to vote, or abstention with respect to the OceanFirst share issuance proposal will not be counted as a vote cast and will have no effect on the approval of such proposal, even though such approval is a condition to the completion of the integrated mergers. If you are an Ocean Shore stockholder,a Sun shareholder, your failure to submit a proxy or vote in person, or failure to instruct your bank or broker how to vote, or abstention with respect to the Ocean ShoreSun merger proposal will not be counted as a vote cast and will have no effect on the approval of such proposal, even though such approval is a condition to the completion of the integrated mergers. The OceanFirst share issuance must be approved by the affirmative vote of at least a majority of the total votes cast by the OceanFirst stockholders at the OceanFirst special meeting. The Sun merger agreementproposal must be approved by the affirmative vote of a majority of the total votes cast by the holders of Ocean ShoreSun common stock entitled to vote at the Ocean ShoreSun special meeting. The OceanFirst board unanimously recommends that the OceanFirst stockholders vote “FOR” the OceanFirst share issuance proposal and the Ocean ShoreSun board unanimously recommends that the Ocean Shore stockholdersSun shareholders vote “FOR” the Ocean ShoreSun merger proposal.

Q: If my shares of common stock are held in “street name” by my bank or broker, will my bank or broker automatically vote my shares for me?

A: No. Your bank or broker cannot vote your shares without instructions from you. You should instruct your bank or broker how to vote your shares in accordance with the instructions provided to you. Please check the voting form used by your bank or broker.

Q: If I am a participant in Ocean Shore’s ESOP or Ocean Shore’sSun’s 401(k) Plan, how will shares owned through such plans be voted?

A: If you participate inhold shares of Sun common stock through the Ocean ShoreSun National Bank Employee Stock Ownership401(k) Plan (which we refer to as the “Ocean Shore ESOP”) or if you hold shares of Ocean Shore common stock through the Ocean Shore Bank Savings and

Investment Plan (which we refer to as the “Ocean Shore“Sun 401(k) Plan”), you will receive a voting instruction card for each planthe Sun 401(k) Plan that reflects all shares you may direct the trustees to vote on your behalf under the plans.Sun 401(k) Plan. Under the terms of the Ocean Shore ESOP, the Ocean Shore ESOP trustee votes all allocated shares of Ocean Shore common stock held by the Ocean Shore ESOP as directed by the plan participants. The Ocean Shore ESOP trustee, subject to the exercise of its fiduciary duties, will vote all unallocated shares of Ocean Shore common stock held by the Ocean Shore ESOP and allocated shares for which no voting instructions are received in the same proportion as shares for which it has received timely voting instructions.

Under the terms of the Ocean ShoreSun 401(k) Plan, a participant is entitled to direct the trustee how to vote the shares of Ocean ShoreSun common stock held in the Ocean Shore Holding Co.Sun Bancorp, Inc. Stock Fund and credited to his or her Ocean ShoreSun 401(k) Plan account. The trustee will vote all shares for which no directions are given or for which instructions were not timely received in the same proportion as shares for which the trustee received voting instructions.

The deadline for returning your voting instructions to each plan’s trustee is [●], 2016.

Q: If I am a participant in OceanFirst’s ESOP, OceanFirst’s 401(k) Plan or Cape Bancorp’sOcean Shore’s 401(k) Plan, how will shares owned through such plans be voted?

A: If you participate in the OceanFirst Bank Employee Stock Ownership Plan or the OceanFirst Bank Matching Contribution Employee Stock Ownership Plan (which we collectively refer to as the “OceanFirst ESOP”), or the OceanFirst Bank Retirement Plan (which we refer to as the “OceanFirst 401(k) Plan”), or the CapeOcean Shore Bank Employees’ Savings & Profit Sharingand Investment Plan (which we refer to as the “Cape“Ocean Shore 401(k) Plan”), which was maintained by Cape Bancorp, Inc.Ocean Shore Holding Co. (which we refer to as “Cape”“Ocean Shore”) prior to May 2,November 30, 2016, the date on which OceanFirst completed its acquisition of CapeOcean Shore (which we refer to as the “Cape“Ocean Shore acquisition”), you will receive a voting instruction form for each plan that reflects all shares that you may vote under the particular plan. Under the terms of the OceanFirst ESOP, the OceanFirst ESOP trustee votes all shares held by the OceanFirst ESOP, but each OceanFirst ESOP participant may direct the trustee how to vote the shares of OceanFirst common stock allocated to his or her account. The OceanFirst ESOP trustee, subject to the exercise of its fiduciary responsibilities, will vote all unallocated shares of OceanFirst common stock held by the OceanFirst ESOP and allocated shares for which no voting instructions are received in the same proportion as shares for which it has received timely voting instructions.

Under the terms of the OceanFirst 401(k) Plan and under the terms of the CapeOcean Shore 401(k) Plan, respectively, a participant is entitled to provide instructions for all shares credited to his or her OceanFirst 401(k) Plan account or CapeOcean Shore 401(k) Plan account.account, as applicable. The trustee will vote all shares for which no directions are given or for which timely instructions were not received in the same proportion as shares for which voting instructions were timely received.

The deadline for returning your voting instructions is [●], 2016.2017.

Q: Can I attend the OceanFirst special meeting and/or the Sun special meeting and vote my shares in person?

A: Yes. All stockholders of OceanFirst and Ocean Shore,shareholders of Sun, including stockholders and shareholders of record and stockholders and shareholders who hold their shares “in street name” through banks, brokers, nominees or any other holder of record, are invited to attend their respective meetings. Holders of record of OceanFirst common stock and Ocean ShoreSun common stock can vote in person at the OceanFirst special meeting and Ocean ShoreSun special meeting, respectively. If you are not a stockholder or shareholder of record, you must obtain a proxy, executed in your favor, from the record holder of your shares, such as a broker, bank or other nominee, to be able to vote in person at your meeting. If you plan to attend your special meeting, you must hold your shares in your own name or have a letter from the record holder of your shares confirming your ownership. In addition, you must bring a form of personal photo identification with you in order to be admitted. OceanFirst and Ocean ShoreSun reserve the right to refuse admittance to anyone without proper proof of share ownership or without proper photo identification. The use of cameras, sound recording equipment, communications devices or any similar equipment during the special meetings is prohibited without OceanFirst’s or Ocean Shore’sSun’s express written consent, respectively.

Q: Can I change my vote?

A:OceanFirst stockholders: Yes. If you are a holder of record of OceanFirst common stock, you may change your vote or revoke any proxy at any time before it is voted by (i) signing and returning a proxy card with a later date, (ii) delivering a written revocation letter to OceanFirst’s corporate secretary or (iii) attending the OceanFirst special meeting in person, notifying the corporate secretary and voting by ballot at the OceanFirst special meeting. Attendance at the OceanFirst special meeting will not automatically revoke your proxy. A revocation or later-dated proxy received by OceanFirst after the vote will not affect the vote. OceanFirst’s corporate secretary’s mailing address is: Corporate Secretary, OceanFirst Financial Corp., 975 Hooper Avenue, Toms River, New Jersey 08753.

Ocean Shore stockholdersSun shareholders: Yes. If you are a holder of record of Ocean ShoreSun common stock, you may change your vote or revoke any proxy at any time before it is voted by (i) signing and returning a proxy with a later date (including a proxy given over the Internet or by telephone), (ii) delivering a written revocation letter to Ocean Shore’sSun’s corporate secretary or (iii) attending the Ocean ShoreSun special meeting in person, notifying the corporate secretary and voting by ballot at the Ocean ShoreSun special meeting or (iv) voting through the Internet at a later time.meeting. Attendance at the Ocean ShoreSun special meeting by itself will not automatically revoke your proxy. A revocation or later-dated proxy received by Ocean ShoreSun after the vote will not affect the vote. Ocean Shore’sSun’s corporate secretary’s mailing address is: Corporate Secretary, Ocean Shore Holding Co.Sun Bancorp, Inc., 1001 Asbury Ave., Ocean City,350 Fellowship Road, Suite 101, Mount Laurel, New Jersey 08226.08054.

If you hold your shares of OceanFirst common stock or Ocean ShoreSun common stock in “street name” through a bank or broker, you should contact your bank or broker to change your vote or revoke your proxy.

Q: Will OceanFirst be required to submit the OceanFirst share issuance proposal to its stockholders even if the OceanFirst board has withdrawn, modified or qualified its recommendation?

A: Yes. Unless the merger agreement is terminated before the OceanFirst special meeting, OceanFirst is required to submit the OceanFirst share issuance proposal to its stockholders even if the OceanFirst board has withdrawn, modified or qualified its recommendation.

Q: Will Ocean ShoreSun be required to submit the Ocean ShoreSun merger proposal to its stockholdersshareholders even if the Ocean ShoreSun board has withdrawn, modified or qualified its recommendation?

A: Yes. Unless the merger agreement is terminated before the Ocean ShoreSun special meeting, Ocean ShoreSun is required to submit the Ocean ShoreSun merger proposal to its stockholdersshareholders even if the Ocean ShoreSun board has withdrawn, modified or qualified its recommendation.

Q: What are the U.S. federal income tax consequences of the integrated mergers to Ocean Shore stockholders?Sun shareholders?

A: The obligations of Ocean ShoreSun and OceanFirst to complete the integrated mergers are subject to, among other customary closing conditions described in this joint proxy statement/prospectus, the receipt by each of Ocean ShoreSun and OceanFirst of the opinion of its counsel to the effect that the integrated mergers together will be treated as an integrated transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (which we refer to as the “Code”).

Assuming that the integrated mergers qualify as a reorganization, Ocean Shore stockholders generally will recognize gain (but not loss) in an amount not to exceed the cash portion of the merger consideration for U.S. federal income tax purposes.consequences of the integrated mergers to each Sun shareholder will vary depending on whether such Sun shareholder receives cash, shares of OceanFirst common stock or a combination thereof in exchange for such Sun shareholder’s shares of Sun common stock pursuant to the terms of the merger agreement.

You should read the section of this joint proxy statement/prospectus entitled “U.S. Federal Income Tax Consequences of the Integrated Mergers” beginning on page [●] for a more complete discussion of the U.S. federal income tax consequences of the integrated mergers. Tax matters can be complicated and the tax consequences of the integrated mergers to you will depend on your particular tax situation. You should consult your tax advisor to determine the tax consequences of the integrated mergers to you.

Q: Are Ocean Shore stockholdersSun shareholders entitled to dissenters’ rights?

A: No. Ocean Shore stockholdersSun shareholders are not entitled to exercise dissenters’ rights in connection with the Transactions. For further information, see “The Transactions — No Dissenters’ Rights” beginning on page [●].

Q: If I am an Ocean Shore stockholder,a Sun shareholder, should I send in my Ocean ShoreSun stock certificates now?

A: No. Please do not send in your Ocean ShoreSun stock certificates with your proxy. Promptly following the completion of the first-step merger, an exchange agent will send you instructions for exchanging Ocean ShoreSun stock certificates for the merger consideration. See “The Merger Agreement — Conversion of Shares; Exchange of Certificates” beginning on page [●].

Q: What should I do if I hold my shares of Ocean ShoreSun common stock in book-entry form?

A: You are not required to take any special additional actions if your shares of Ocean ShoreSun common stock are held in book-entry form. Promptly following the completion of the first-step merger, shares of Ocean ShoreSun common stock held in book-entry form automatically will be exchanged for shares of OceanFirst common stock in book-entry form and cash to be paid in exchange for fractional shares, if any.

Q: Whom may I contact if I cannot locate my Ocean ShoreSun stock certificate(s)?

A: If you are unable to locate your original Ocean ShoreSun stock certificate(s), you should contact ComputerShare, Investor, Ocean Shore’sSun’s transfer agent, at (800) 368-5948.[●].

Q: What should I do if I receive more than one set of voting materials?

A: OceanFirst stockholders and Ocean Shore stockholdersSun shareholders may receive more than one set of voting materials, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold shares of OceanFirst common stock and/or Ocean ShoreSun common stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold such shares. If you are a holder of record of OceanFirst common stock and/or Ocean ShoreSun common stock and your shares are registered in more than one name, you will receive more than one proxy card. In addition, if you are a holder of both OceanFirst common stock and Ocean ShoreSun common stock, you will receive one or more separate proxy cards or voting instruction cards for each company. Please complete, sign, date and return each proxy card and voting instruction card that you receive or otherwise follow the voting instructions set forth in this joint proxy statement/prospectus to ensure that you vote every share of OceanFirst common stock and/or Ocean ShoreSun common stock that you own.

Q: When do you expect to complete the Transactions?

A: OceanFirst and Ocean ShoreSun currently expect to complete the Transactions late in the fourth quarter of 2016 or early in the first quarter of 2017.2018. However, neither OceanFirst nor Ocean ShoreSun can assure you of when, or if, the Transactions will be completed. The completion of the integrated mergers is subject to the fulfillment of customary closing conditions, including the approval by the OceanFirst stockholders of the OceanFirst share issuance proposal, the approval by the Ocean Shore stockholdersSun shareholders of the Ocean ShoreSun merger proposal and the receipt of necessaryall required regulatory approvals.

Q: What happens if the first-step merger is not completed?

A: If the first-step merger is not completed, Ocean Shore stockholdersSun shareholders will not receive any consideration for their shares in connection with the first-step merger. Instead, Ocean ShoreSun will remain an independent public company and its common stock will continue to be listed and traded on the NASDAQ Global Select Market (which we refer to as the “NASDAQ”). In addition, if the merger agreement is terminated in certain circumstances, a termination fee may be required to be paid by either OceanFirst or Ocean Shore.Sun. For a more detailed discussion of the circumstances under which such payments will be required to be paid, please see the section of this joint proxy statement/prospectus entitled “The Merger Agreement — Termination Fee” beginning on page [●].

Q: Whom should I call with questions?

A:OceanFirst stockholders: If you have any questions concerning the Transactions or this joint proxy statement/prospectus, would like additional copies of this joint proxy statement/prospectus or need help voting your shares of OceanFirst common stock, please contact Investor Relations at (732)240-4500 or OceanFirst’s proxy solicitor, Georgeson LLC, at (866)296-5716.

Ocean Shore stockholdersSun shareholders: If you have any questions concerning the Transactions or this joint proxy statement/prospectus, would like additional copies of this joint proxy statement/prospectus or need help voting your shares of Ocean ShoreSun common stock, please contact Ocean Shore’s proxy solicitor, Regan & Associates, Inc,Sun’s Corporate Secretary at (800) 737-3246.691-7701.