SEC Form 4 · accession 0001225208-16-042439

Ocean Shore Holding Co. · OSHC

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

Reporting owner

Kim M Davidson

Officer — Executive Vice President

Period of report

Nov 30, 2016

Accepted (ET)

Dec 1, 2016 · 11:57 am EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001444397

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	D/I	Nature of ownership
Common Stock^F1	Nov 30, 2016	D	17,992	$0.00	D	D
Common Stock^F1	Nov 30, 2016	D	23,083	$0.00	D	I	By 401(k)
Common Stock^F1	Nov 30, 2016	D	1,323	$0.00	D	I	By deferred compensation plan
Common Stock^F1	Nov 30, 2016	D	8,786	$0.00	D	I	By ESOP
Common Stock^F1	Nov 30, 2016	D	3,000	$0.00	D	I	By Stock Award II

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option (right to buy)^F2	$10.21	Nov 30, 2016	D	8,655	D	Aug 18, 2011	Aug 18, 2020	Common Stock	8,655	0	D
Stock Option (right to buy)^F2	$14.14	Nov 30, 2016	D	3,000	D	Nov 19, 2014	Nov 19, 2023	Common Stock	3,000	0	D

Explanation of responses

F1Disposed of pursuant to the Agreement and Plan of Merger, dated as of July 12, 2016, 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.
F2At 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).