SEC FORM 4

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^*

KELLY JOHN K

(Last)

(First)

(Middle)

975 HOOPER AVENUE

(Street)

TOMS RIVER

08753

(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
X	Officer (give title below)	Other (specify below)
	Senior VP/ Corporate Secretary

3. Date of Earliest Transaction (Month/Day/Year)
10/29/2009

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/29/2009		P		800	A	$9	25,522	D⁽¹⁾
Common Stock								25,169	I	By 401(k)⁽²⁾
Common Stock								42,851	I	By Esop⁽³⁾
Common Stock								4,626	I	By Matching ESOP⁽⁴⁾⁽⁵⁾
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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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⁽⁶⁾

Explanation of Responses:

1. A total of 4,542 shares were acquired by award and are currently unvested.

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

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

4. 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

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

6. Options awarded under the OceanFirst Financial Corp. 2000 Stock Option Plan, vest in five equal annual installments beginning on February 20, 2009.

	/s/ John K. Kelly	10/29/2009
	** Signature of Reporting Person	Date
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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