X0206 3 2016-12-01 0 0001004702 OCEANFIRST FINANCIAL CORP OCFC 0001298431 BRADY STEVEN E C/O OCEANFIRST BANK 975 HOOPER AVE. TOMS RIVER NJ 08754 1 0 0 0 Common Stock, par value $0.01 per share 76607 D Common Stock, par value $0.01 per share 14613 I By ESOP Common Stock, par value $0.01 per share 33142 I By 401(k) Common Stock, par value $0.01 per share 3280 I By Deferred Compensation Plan Common Stock, par value $0.01 per share 8328 I By SERP Common Stock, par value $0.01 per share 3866 I By Stock Award II Option (right to buy) 8.45 2011-08-18 2020-08-18 Common Stock 65857 D Option (right to buy) 9.37 2008-11-20 2017-11-20 Common Stock 4780 D Option (right to buy) 11.71 2014-11-19 2023-11-19 Common Stock 6042 D On November 30, 2016, pursuant to the Agreement and Plan of Merger, dated as of July 12, 2016 (the "Merger Agreement"), by and among OceanFirst Financial Corp. ("OceanFirst"), Ocean Shore Holding Co. ("Ocean Shore") and Masters Merger Sub Corp., a wholly-owned subsidiary of OceanFirst ("Merger Sub"), Merger Sub merged (the "First-Step Merger") with and into Ocean Shore, with Ocean Shore continuing as the surviving entity and, immediately thereafter, Ocean Shore merged with and into OceanFirst, with OceanFirst continuing as the surviving entity. At the effective time of the First-Step Merger (the "Effective Time"), each share of Ocean Shore common stock issued and outstanding immediately prior to such time was converted into the right to receive 0.9667 shares of OceanFirst common stock (the "Stock Consideration") and $4.35 in cash, without interest. Represents the Stock Consideration that the reporting person became entitled to receive at the Effective Time. At the Effective Time, each option to purchase Ocean Shore common stock was converted into an option to purchase OceanFirst common stock on the same terms and conditions as were applicable immediately prior to the First-Step Merger, except that the number of shares of OceanFirst common stock issuable upon exercise of a converted Ocean Shore stock option was adjusted by multiplying the number of shares of Ocean Shore common stock that were subject to the Ocean Shore stock option by 1.2084 (and rounding down to the nearest whole share), and the exercise price per share of a converted option was adjusted by dividing the exercise price per share of the Ocean Shore stock option by 1.2084 (and rounding up to the nearest whole cent). /s/ Steven J. Tsimbinos, Power of Attorney 2016-12-01