OceanFirst Financial (OCFC) 8-A12B Registration of securities on exchange

Exhibit 4.1

Number 1	55,000 Shares
7.00%FIXED-TO-FLOATING RATE	7.00%FIXED-TO-FLOATING RATE
NON-CUMULATIVE PERPETUAL	NON-CUMULATIVE PERPETUAL
PREFERRED STOCK, SERIES A	PREFERRED STOCK, SERIES A
OceanFirst Financial Corp.	SEE REVERSE FOR
A CORPORATION FORMED	IMPORTANT NOTICE ON
UNDER THE LAWS OF THE	TRANSFER RESTRICTIONS
STATE OF DELAWARE	AND OTHER INFORMATION
	CUSIP 675234 306
	ISIN US6752343060
This Certifies that	BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC.
is the record holder of	FIFTY FIVE THOUSAND

FULLY PAID ANDNON-ASSESSABLE SHARES 7.00%FIXED-TO-FLOATING RATENON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES A, $0.01 PAR VALUE PER SHARE, OF

OceanFirst Financial Corp.

(the “Corporation”) transferable on the books of the Corporation by the holder hereof in person or by its duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the charter of the Corporation (the “Charter”), the Certificate of Designation dated May 6, 2020 (the “Certificate of Designation”) and the Bylaws of the Corporation and any amendments thereto. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.

Dated: May 7, 2020
SECRETARY	CHIEF FINANCIAL OFFICER
COUNTERSIGNED AND REGISTERED:
BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC.
Edgewood, NY

By:
	AUTHORIZED SIGNATURE

[SEAL]

IMPORTANT NOTICE

THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS, THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OF THE CORPORATION AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND RIGHTS, AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES, WHICH ARE FIXED BY THE ARTICLES OF INCORPORATION OF THE CORPORATION, AS AMENDED, THE CERTIFICATE OF DESIGNATION AND THE RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE CORPORATION AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES. SUCH REQUEST MAY BE MADE TO THE OFFICE OF THE SECRETARY OF THE CORPORATION OR TO THE TRANSFER AGENT. THE BOARD OF DIRECTORS MAY REQUIRE THE OWNER OF A LOST OR DESTROYED STOCK CERTIFICATE, OR HIS LEGAL REPRESENTATIVES, TO GIVE THE CORPORATION A BOND TO INDEMNIFY IT AND ITS TRANSFER AGENTS AND REGISTRARS AGAINST ANY CLAIM THAT MAY BE MADE AGAINST THEM ON ACCOUNT OF THE ALLEGED LOSS OR DESTRUCTION OF ANY SUCH CERTIFICATE.

KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST. STOLEN OR DESTROYED, THE CORPORATION MAY REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.

The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

		UNIF GIFT MIN ACT		Custodian
TEN COM -	as tenants in common		(Custodian)	(Minor)
TEN ENT -	as tenants by the entireties		under Uniform Gifts to Minors Act of
JT TEN -	as joint tenants with right of
	survivorship and not as			(State)
	tenants in common
	Custodian

Additional abbreviations may also be used though not in the above list.

hereby sells, assigns and transfers unto

FOR VALUE RECEIVED,

(Please Insert Social Security or other

Identifying Number of Assignee)

2

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE,

OF ADDRESSEE

shares of the Preferred Stock represented by this Certificate, and do(es) hereby irrevocably constitute and appoint

Attorney to transfer the said shares on the books of the Corporation, with full power of substitution in the premises.

Dated                        

X

X

NOTICE: The Signature To This Assignment Must Correspond With The Name As Written Upon The Face Of The Certificate In Every Particular, Without Alteration Or Enlargement Or Any Change Whatsoever.

3