Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Lebel Joseph III
  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
_____ Officer (give title below) __X__ Other (specify below)
EVP, COO OceanFirst Bank
(Last)
(First)
(Middle)
110 WEST FRONT STREET
3. Date of Earliest Transaction (Month/Day/Year)
02/28/2019
(Street)

RED BANK, NJ 07701
4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 02/28/2019   A   5,950 A $ 0 60,547 D (1)  
Common Stock 02/28/2019   A   12,500 A $ 0 73,047 D (2)  
Common Stock 03/01/2019   D   2,312 D $ 0 70,735 D (3)  
Common Stock               10,004 I By 401(k) (4)
Common Stock               8,714 I By ESOP (4)
Common Stock               695 I By Spouse (5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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) $ 25.2 02/28/2019   A   100,670   03/01/2020 03/01/2029 Common Stock 100,670 $ 0 100,670 D (6)  
Stock Option (right to buy) $ 14.55             06/17/2014 06/17/2023 Common Stock 11,250   11,250 D  
Stock Option (right to buy) $ 17.75             03/01/2015 03/19/2024 Common Stock 4,875   4,875 D  
Stock Option (right to buy) $ 17.37             03/01/2016 03/18/2025 Common Stock 30,000   30,000 D (6)  
Stock Option (right to buy) $ 17.28             03/01/2017 03/16/2026 Common Stock 37,500   37,500 D (6)  
Stock Option (right to buy) $ 29.01             03/15/2018 03/15/2027 Common Stock 45,000   45,000 D (6)  
Stock Option (right to buy) $ 27.4             03/01/2019 01/24/2028 Common Stock 15,485   15,485 D (6)  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Lebel Joseph III
110 WEST FRONT STREET
RED BANK, NJ 07701
      EVP, COO OceanFirst Bank

Signatures

 /s/ Steven J. Tsimbinos, Power of Attorney   03/04/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Restricted shares awarded. Such shares vest in five equal annual installments beginning on March 1, 2020. Total includes other restricted shares that vest in the future.
(2) Shares vest in five equal installments beginning on March 1, 2020 at approximately 60% or approximately 80% to 100% depending on the attainment of defined performance criteria for each of the calendar years ended 2019, 2020, 2021, 2022, and 2023, or are forfeited if threshold performance is not met. Total includes other unvested restricted shares that vest in the future.
(3) Represents forfeiture of unvested performance-based restricted shares, originally awarded on January 24, 2018, for failure to satisfy performance conditions. Remaining shares earned under this award will vest on March 1 of 2020 and 2021, subject to the satisfaction of performance criteria. Total includes other unvested restricted shares that vest in the future.
(4) This form reflects increases in beneficial ownership resulting from exempt acquisitions pursuant to Rule 16b-3(c).
(5) This form reflects increases in beneficial ownership resulting from exempt acquisitions pursuant to Rule 16a-11.
(6) Options vest in five equal annual installments beginning on the date first exercisable.

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