Edgar Filing: OCEANFIRST FINANCIAL CORP

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Devlin Michael D

2. Date of Event Requiring Statement (Month/Day/Year)
05/02/2016

3. Issuer Name and Ticker or Trading Symbol
OCEANFIRST FINANCIAL CORP [OCFC]

(Last)

(First)

(Middle)

C/O OCEANFIRST BANK,Â 975 HOOPER AVE.

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

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

TOMS RIVER,Â NJÂ 08754

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	73,232 ⁽¹⁾ ⁽²⁾	D	Â
Common Stock, par value $0.01 per share	22,037 ⁽¹⁾ ⁽²⁾	I	By spouse
Common Stock, par value $0.01 per share	956 ⁽¹⁾ ⁽²⁾	I	By daughter A
Common Stock, par value $0.01 per share	956 ⁽¹⁾ ⁽²⁾	I	By daughter B
Common Stock, par value $0.01 per share	956 ⁽¹⁾ ⁽²⁾	I	By daughter C
Common Stock, par value $0.01 per share	7,158 ⁽¹⁾ ⁽²⁾	I	By ESOP
Common Stock, par value $0.01 per share	38,723 ⁽¹⁾ ⁽²⁾	I	By IRA

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option (right to buy)	06/15/2011	06/12/2020	Common Stock	225,000 ⁽³⁾	$ 9.7	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Devlin Michael D C/O OCEANFIRST BANK 975 HOOPER AVE. TOMS RIVER,Â NJÂ 08754	Â X	Â	Â	Â

Signatures

/s/ Steven J. Tsimbinos, Power of Attorney		05/02/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	On May 2, 2016, pursuant to the Agreement and Plan of Merger, dated as of January 5, 2016 (the "Merger Agreement"), by and among OceanFirst Financial Corp. ("OceanFirst"), Cape Bancorp, Inc. ("Cape") and Justice Merger Sub Corp., a wholly-owned subsidiary of OceanFirst ("Merger Sub"), Merger Sub merged (the "First-Step Merger") with and into Cape, with Cape continuing as the surviving entity and, immediately thereafter, Cape 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 Cape common stock issued and outstanding immediately prior to such time was converted into the right to receive 0.6375 shares of OceanFirst common stock (the "Stock Consideration") and $2.25 in cash, without interest.
(2)	Represents the Stock Consideration that the reporting person became entitled to receive at the Effective Time.
(3)	At the Effective Time, each option to purchase Cape 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 Cape stock option was adjusted by multiplying the number of shares of Cape common stock that were subject to the Cape stock option by 0.75 (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 Cape stock option by 0.75 (and rounding up to the nearest whole cent).

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