Janet M Bossi Form 4 Ocean Shore Holding / JANET M BOSSI ownership change

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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X

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^*

BOSSI JANET M

(Last) (First) (Middle)

1001 ASBURY AVENUE

(Street)

OCEAN CITY NJ 08226

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Ocean Shore Holding Co. [ OSHC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
11/30/2016

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/30/2016		D		18,084	D	$0.0000(1)	0.0000	D
Common Stock	11/30/2016		D		21,920	D	$0.0000(1)	0.0000	I	By 401(k)
Common Stock	11/30/2016		D		1,202	D	$0.0000(1)	0.0000	I	By deferred compensation plan
Common Stock	11/30/2016		D		8,121	D	$0.0000(1)	0.0000	I	By ESOP
Common Stock	11/30/2016		D		3,000	D	$0.0000(1)	0.0000	I	By Stock Award II

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$13.1	11/30/2016		D			3,500	11/19/2013	11/19/2022	Common Stock	3,500	$0.0000(2)	0.0000	D
Stock Option (right to buy)	$14.14	11/30/2016		D			3,000	11/19/2014	11/19/2023	Common Stock	3,000	$0.0000(2)	0.0000	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger, dated as of July 12, 2016, 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. At 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 OceanFirst common stock (the "Stock Consideration") and $4.35 in cash, without interest.

2. 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 of OceanFirst common stock issuable upon exercise of a converted Ocean Shore 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 exercise price per share of the Ocean Shore stock option by 1.2084 (and rounding up to the nearest whole cent).

	Kim M. Davidson, Power of Attorney	11/30/2016
	** Signature of Reporting Person	Date
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