Sec Form 4 Filing - KELLY JOHN K @ OCEANFIRST FINANCIAL CORP - 2010-03-17

FORM 4 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 KELLY JOHN K 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 X __ Officer (give title below) _____ Other (specify below) Senior VP/ Corporate Secretary (Last) (First) (Middle) 975 HOOPER AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 03/17/2010 (Street) TOMS RIVER, NJ08753 4. If Amendment, Date Original Filed (MM/DD/YY) 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 03/17/2010 D 429 D $ 0 25,698 D ( 1 ) Common Stock 25,190 I By 401(k) ( 2 ) Common Stock 44,880 I By Esop ( 2 ) Common Stock 4,790 I By Matching ESOP ( 2 ) ( 3 ) Common Stock 6,474 I By Spouse Common Stock 3,875 I By Trust Common Stock 3,000 I By Wife/ Cust Child 1 Common Stock 3,000 I By Wife/ Cust Child 2

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. Number 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 Stock Option (Right to Buy) $ 17.88 02/20/2003 02/20/2012 Common Stock 15,000 15,000 D Stock Option (Right to Buy) $ 23.44 05/30/2004 05/30/2013 Common Stock 10,000 10,000 D Stock Option (Right to Buy) $ 22.525 05/28/2005 05/28/2014 Common Stock 10,000 10,000 D Stock Option (Right to Buy) $ 23.07 01/19/2006 01/19/2015 Common Stock 676 676 D Stock Option (Right to Buy) $ 20.795 04/20/2006 04/20/2015 Common Stock 750 750 D Stock Option (Right to Buy) $ 23.475 03/01/2007 02/15/2016 Common Stock 10,000 10,000 D Stock Option (Right to Buy) $ 22.17 02/21/2008 02/21/2017 Common Stock 6,750 6,750 D Stock Option (Right to Buy) $ 16.81 02/20/2009 02/20/2018 Common Stock 7,088 7,088 D Stock Option (Right to Buy) $ 10 02/17/2011 02/17/2020 Common Stock 9,925 9,925 D ( 4 )

Officer Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Other KELLY JOHN K 975 HOOPER AVENUE TOMS RIVER, NJ08753 Senior VP/ Corporate Secretary Signatures /s/ John K. Kelly 03/17/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents forfeiture of performance-based restricted shares, originally awarded on July 21, 2009. Shares earned under the award will vest on July 21, 2011. ( 2 )This form reflects increases in beneficial ownership resulting from exempt acquisitions pursuant to Rule 16b-3(c). ( 3 )Represents shares acquired under the OceanFirst Bank Matching Contribution Employee Stock Ownership Plan established as part of a spin-off from the OceanFirst Employee Stock Ownership Plan effective December 27, 2006 ( 4 )Options awarded under the OceanFirst Financial Corp. 2006 Stock Incentive Plan vest in five equal annual installments beginning on February 17, 2011.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(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).

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