SEC Comment Letter for OCEANFIRST FINANCIAL CORP (OCFC) (CIK 0001004702) (OCFC) — Sep 8, 2016
OCEANFIRST FINANCIAL CORP (OCFC) (CIK 0001004702)
Date: Sept. 8, 2016 · CIK: 0001004702 · Accession: 0000000000-16-091957
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File numbers found in text: 333-213487
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Mail Stop 4720
September 8 , 2016
Christopher D. Maher
President and Chief Executive Officer
OceanFirst Financial Corp.
975 Hooper Avenue
Toms River, NJ 08753
Re: OceanF irst Financial Corp
Registration Statement on Form S -3
Filed September 2, 2016
File No. 333-213487
Dear M r. Maher :
This is to advise you that we have not reviewed and will not review your registration
statement .
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities Act rules require. Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disc losures they have made.
In the event you request acceleration of the effective date of the pending regist ration
statement please provide a written statement from the company acknowledging that:
should the Commission or the staff, acting pursuant to del egated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;
the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and
the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Co mmission or any person under the federal
securities laws of the United States.
Christopher D. Maher
OceanFirst Financial Corp
September 8 , 201 6
Page 2
Please refer to Rule s 460 and 461 regarding requests for acceleration . We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securiti es.
You may contact Jessica Livingston , Staff Attorney, at 202-551-3448 with any questions.
Sincerely,
/s/ Dietrich A. King
Dietrich A. King
Assistant Director
Office of Financial Servi ces
cc: Robert A. Schwartz, Esq . (Via E -mail)