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^*

SHEIN JEFFRIES

(Last)

(First)

(Middle)

1000 WOODBRIDGE CENTER DRIVE

(Street)

WOODBRIDGE

07095

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FIRST SENTINEL BANCORP INC [ FSLA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/14/2004

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	07/14/2004		M		439,450.9992	D	⁽¹⁾	0	D
Common Stock	07/14/2004		M		52,939	D	⁽¹⁾	0	I	M&L Goldfarb Found Trust
Common Stock	07/14/2004		M		4,000	D	⁽¹⁾	0	I	Tanzman Tst FBO Janice Shein
Common Stock	07/14/2004		M		4,000	D	⁽¹⁾	0	I	Tanzman Tst FBO S Kleinfeld
Common Stock	07/14/2004		M		5,000	D	⁽¹⁾	0	I	Tanzman FBO Sara Kleinfeld
Common Stock	07/14/2004		M		28,190.3676	D	⁽¹⁾	0	I	Wife

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)
Common Stock Options 1998	$9	07/14/2004		M			82,750	⁽²⁾	12/16/2008	Common Stock	82,750	⁽³⁾	0	D
Common Stock Deferred Fee Plan	⁽⁴⁾	07/14/2004		M			351,483	⁽⁵⁾	⁽⁵⁾	Common Stock	351,483	⁽⁶⁾	0	D
Common Stock Option 1996	$3.3259	07/14/2004		M			14,205	⁽²⁾	08/27/2006	Common Stock	14,205	⁽³⁾	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger dated as of December 19, 2003, (the "Merger Agreement"), by and between Provident Financial Services, Inc. ("PFS") and First Sentinel Bancorp, Inc. ("FSBI") each share of FSBI common stock was converted into the right to receive either $22.25 in cash, 1.092 shares of PFS common stock or a combination of cash and PFS stock, subject to the allocation and proration provisions of the Merger Agreement.

2. All options currently exercisable.

3. Each outstanding option to purchase FSBI common stock was converted into the right to receive in cash the amount representing the difference between $22.25 and the exercise price of the options.

4. 1-for-1

5. The units are to be settled in First Sentinel Bancorp, Inc. common stock upon the later of the reporting person's retirement or attainment of age 65, unless otherwise elected.

6. Each share of FSBI common stock held in the First Savings Bank Deferred Fee Plan was converted into the right to receive either $22.25 in cash, 1.092 shares of PFS common stock or a combination of cash and PFS common stock, subject to the allocation and proration provisions of the Merger Agreement.

Remarks:

	Jeffries Shein	07/16/2004
	** 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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