Sec Form 4/A Filing - MOSS WILLIAM D @ OCEANFIRST FINANCIAL CORP - 2020-01-01

Insider filing report for Changes in Beneficial Ownership
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FORM 4/A
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, 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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1. Name and Address of Reporting Person
MOSS WILLIAM D
2. Issuer Name and Ticker or Trading Symbol
OCEANFIRST FINANCIAL CORP [ OCFC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
110 WEST FRONT STREET
3. Date of Earliest Transaction (MM/DD/YY)
01/01/2020
(Street)
RED BANK, NJ07701
4. If Amendment, Date Original Filed (MM/DD/YY)
01/02/2020
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/01/2020 A 0 A 0 ( 3 ) D
Common Stock 01/01/2020 A 0 A 97,221 ( 3 ) I By Trust
Common Stock 01/01/2020 A 0 A 6,623 I By IRA
Common Stock 01/01/2020 A 0 A 3,919 I By Spouse
Common Stock 01/01/2020 A 0 A 318 I By Daughter
Common Stock 01/01/2020 A 0 A 458 I By Son
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Nu mber of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MOSS WILLIAM D
110 WEST FRONT STREET
RED BANK, NJ07701
X
Signatures
/s/Steve J. Tsimbinos, Power of Attorney 01/03/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On January 1, 2020, pursuant to the Agreement and Plan of Merger, dated as of August 9, 2019 (the "Merger Agreement"), by and among OceanFirst Financial Corp. ("OceanFirst"), Two River Bancorp ("Two River") and Hammerhead Merger Sub Corp., a wholly-owned subsidiary of OceanFirst ("Merger Sub"), Merger Sub merged with and into Two River (the "First-Step Merger"), with Two River continuing as the surviving entity and, immediately thereafter, Two River merged with and into OceanFirst, with OceanFirst as the surviving entity.
( 2 )(continued from footnote 1). At the effective time of the First-Step Merger (the "Effective Time"), each share of Two River common stock issued and outstanding immediately prior to the Effective Time (other than Exception Shares as defined in the Merger Agreement) was converted into the right to receive 0.6663 shares of OceanFirst common stock (the "Stock Consideration") and $5.375 in cash. Shares listed in column 4 represent the Stock Consideration that the reporting person became entitled to receive at the Effective Time.
( 3 )Due to a clerical error, the number of Mr. Moss's directly-owned shares and shares held via Trust were incorrectly reported at the time of the original filing. This form is being filed to correct the number of shares Mr. Moss was entitled to receive on January 1, 2020.

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