SEC Form 4 · accession 0001562180-18-000561

· SNBC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Michele B Estep

Officer — EVP/Chief Administrative Offic · Other

Period of report

Jan 31, 2018

Accepted (ET)

Feb 1, 2018 · 3:06 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001017793

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Jan 31, 2018	D	23,552	—	D	0	D
Common Stock^F1	Jan 31, 2018	D	3,292	—	D	0	I	401 (k)

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Incentive Stock Option (right to buy)^F2	$21.60	Jan 31, 2018	D	4,000	D	Mar 1, 2012	Mar 1, 2021	Common Stock	4,000	D
Incentive Stock Option (right to buy)^F2	$17.70	Jan 31, 2018	D	4,411	D	Dec 17, 2010	Dec 17, 2019	Common Stock	4,411	D
Incentive Stock Option (right to buy)^F2	$17.70	Jan 31, 2018	D	1,590	D	Dec 17, 2010	Dec 17, 2019	Common Stock	1,590	D
Incentive Stock Option (right to buy)^F2	$14.25	Jan 31, 2018	D	1,907	D	Mar 1, 2013	Mar 1, 2022	Common Stock	1,907	D
Non-Qualified Stock Option (right to buy)^F2	$59.70	Jan 31, 2018	D	1,103	D	Mar 31, 2009	Mar 31, 2018	Common Stock	1,103	D
Non-Qualified Stock Option (right to buy)^F2	$21.08	Jan 31, 2018	D	8,478	D	Dec 19, 2017	Mar 1, 2026	Common Stock	8,478	D
Non-Qualified Stock Option (right to buy)^F2	$19.31	Jan 31, 2018	D	8,077	D	Mar 26, 2017	Mar 26, 2025	Common Stock	8,077	D

Explanation of responses

F1On January 31, 2018 , pursuant to the Agreement and Plan of Merger, dated as of June 30, 2017 (the "Merger Agreement"), by and among Sun Bancorp, Inc. ("Sun"), Mercury Sub Corp. ("Merger Sub") and OceanFirst Financial Corp. ("Ocean"), Merger Sub merged with and into Sun (the "Merger"), with Sun as the surviving corporation in the Merger. Under the terms and conditions of the Merger Agreement, at the effective time of the Merger, each share of Sun common stock was converted into the right to receive either $24.99 in cash (the "Cash Consideration") or .9289 shares of Ocean common stock, at the election of the holder and subject to procedures applicable to oversubscription and undersubscription for Cash Consideration set forth in the Merger Agreement.
F2Pursuant to the Merger Agreement, each option granted by Sun to purchase shares of Sun common stock, whether vested or unvested, that was outstanding and unexercised immediately prior to the effective time of the Merger was assumed and converted into an option to purchase from Ocean, on the same terms and conditions as were applicable under the Sun stock option immediately prior to the effective time of the Merger, a number of shares of Ocean common stock determined by multiplying (x) the number of shares of Sun common stock subject to the Sun option by (y) .9289, at a per share exercise price equal to the quotient obtained by dividing (i) the per share exercise price for each share of Sun common stock subject to the Sun option by (ii) .9289.