Michele B Estep Form 4 OCEANFIRST FINANCIAL / MICHELE B ESTEP 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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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^*

ESTEP MICHELE B

(Last) (First) (Middle)

110 WEST FRONT STREET

(Street)

RED BANK NJ 07701

(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 & CAO, OceanFirst Bank

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2020

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	02/28/2020		A		3,670	A	$0	48,114	D(1)
Common Stock	02/28/2020		A		12,230	A	$0	60,344	D(2)
Common Stock	03/02/2020		D		555	D	$0	59,789	D(3)
Common Stock								689	I	By ESOP(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$20.44	02/28/2020		A		76,790		03/01/2021	02/28/2030	Common Stock	76,790	$0	76,790	D(5)
Stock Option (right to buy)	$23.25							03/01/2012	03/01/2021	Common Stock	3,716		3,716	D
Stock Option (right to buy)	$15.34							03/01/2013	03/01/2022	Common Stock	1,771		1,771	D
Stock Option (right to buy)	$20.79							03/26/2017	03/26/2025	Common Stock	7,503		7,503	D
Stock Option (right to buy)	$22.69							03/01/2018	03/01/2026	Common Stock	7,875		7,875	D(6)
Stock Option (right to buy)	$25.2							03/01/2020	03/01/2029	Common Stock	50,335		50,335	D(5)

Explanation of Responses:

1. Restricted shares awarded. Such shares vest in five equal annual installments beginning on March 1, 2021. Total includes other restricted shares that vest in the future.

2. Restricted shares awarded. Such shares vest in five equal installments beginning on March 1, 2021 at approximately 60% or approximately 80% to 100% depending on the attainment of defined performance criteria for each of the calendar years ended 2020, 2021, 2022, 2023, and 2024, or are forfeited if threshold performance is not met. Total includes other unvested restricted shares that vest in the future.

3. Represents forfeiture of unvested performance-based restricted shares, originally awarded on February 28, 2019, for failure to satisfy performance conditions. Remaining shares earned under this award will vest on each of March 1 of 2021, 2022, 2023, and 2024, subject to the satisfaction of performance criteria. Total includes other unvested shares that vest in the future.

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

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

6. Options vest in four equal annual installments beginning on the date first exercisable.

Remarks:

	/s/ Steven J. Tsimbinos, Power of Attorney	03/03/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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