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 *
ESTEP MICHELE B
  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 & CAO, 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   2,975 A $ 0 36,208 D (1)  
Common Stock 02/28/2019   A   7,340 A $ 0 43,548 D (2)  
Common Stock               283 I By ESOP (3)

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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   50,335   03/01/2020 03/01/2029 Common Stock 50,335 $ 0 50,335 D (4)  
Stock Option (right to buy) $ 19.05             12/17/2010 12/17/2019 Common Stock 5,574   5,574 D  
Stock Option (right to buy) $ 23.25             03/01/2012 03/01/2021 Common Stock 3,716   3,716 D  
Stock Option (right to buy) $ 15.34             03/01/2013 03/01/2022 Common Stock 1,771   1,771 D  
Stock Option (right to buy) $ 20.79             03/26/2017 03/26/2025 Common Stock 7,503   7,503 D  
Stock Option (right to buy) $ 22.69             12/19/2017 03/01/2026 Common Stock 7,875   7,875 D (5)  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ESTEP MICHELE B
110 WEST FRONT STREET
RED BANK, NJ 07701
      EVP & CAO, 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) This form reflects increases in beneficial ownership resulting from exempt acquisitions pursuant to Rule 16b-3(c).
(4) Options vest in five equal annual installments beginning on the date first exercisable.
(5) Options vest in four equal installments beginning on the date first exercisable and the remaining installments on March 1, 2019, 2020, and 2021.

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