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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FIRST SENTINEL BANCORP INC [ FSLA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Awards 2003 | 07/14/2004 | M | 4,000 | D | (1) | 0 | D | |||
Common Stock | 07/14/2004 | M | 230,610 | D | (1) | 0 | D | |||
Common Stock Bank 401K | 07/14/2004 | M | 71,473.9468 | D | (2) | 0 | I | 401K Plan | ||
Common ESOP Trust | 07/14/2004 | M | 40,635.615 | D | (3) | 0 | I | ESOP Trust | ||
Restricted Stock Awards 1998 | 07/14/2004 | M | 4,000 | D | (1) | 0 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Common Stock Deferred Fee Plan | (4) | 07/14/2004 | M | 16,287 | (5) | (5) | Common Stock | 16,287 | (6) | 0 | D | ||||
Stock Option Plan 1996 | $3.775 | 07/14/2004 | M | 25,000 | (7) | 11/20/2006 | Common Stock | 25,000 | (8) | 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. Each share of FSBI common stock held in The Incentive Savings Plan for the Employees of First Savings Bank 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. |
3. Each share of FSBI common stock held in the First Savings Bank Employee Stock Ownership 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. |
4. 1 for 1 |
5. The units are to be settled in PFS 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. |
7. All options are currently exercisable. |
8. 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. |
Remarks: |
Christopher Martin | 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |