SecProbe.io

October 9, 2019
Steven J. Tsimbinos, Esq.
Executive Vice President, General Counsel and Corporate Secretary
OceanFirst Financial Corp.
110 West Front Street
Red Bank, NJ 07701
Re:OceanFirst Financial Corp.
Registration Statement on Form S-4
Filed September 20, 2019
File No. 333-233872
Dear Mr. Tsimbinos:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-4 filed September 20, 2019
Comparison of Stockholders' Rights
Forum Selection Bylaw, page 103
1.We note that your forum selection provision identifies a state court located within the
State of Delaware (or, if no state court located within the State of Delaware has
jurisdiction, the federal district court for the District of Delaware) as the exclusive forum
for certain litigation, including any “derivative action.”  Please revise your prospectus to
reflect the degree to which federal courts or other state courts retain jurisdiction.  Please
also disclose whether this provision applies to actions arising under the Securities Act or
Exchange Act.  If so, please also state that there is uncertainty as to whether a court would
enforce such provision.  If the provision applies to Securities Act claims, please also state
that investors cannot waive compliance with the federal securities laws and the rules and

 FirstName LastNameSteven J. Tsimbinos, Esq.
 Comapany NameOceanFirst Financial Corp.
 October 9, 2019 Page 2
 FirstName LastName
Steven J. Tsimbinos, Esq.
OceanFirst Financial Corp.
October 9, 2019
Page 2
regulations thereunder.  In that regard, we note that Section 22 of the Securities Act
creates concurrent jurisdiction for federal and state courts over all suits brought to enforce
any duty or liability created by the Securities Act or the rules and regulations thereunder.
If this provision does not apply to actions arising under the Securities Act or Exchange
Act, please also ensure that the exclusive forum provision in the governing documents
states this clearly, or tell us how you will inform investors in future filings that the
provision does not apply to any actions arising under the Securities Act or Exchange Act.
2.Additionally, if this provision applies to actions arising under the Securities Act or
Exchange Act, please also revise your prospectus to add a risk factor clearly
describing the material risks for investors.  Such material risks may include, but are not
limited to, increased costs to bring a claim or that this provision may discourage claims or
limit investors’ ability to bring a claim in a judicial forum that they find favorable.  Please
make corresponding revisions to your future filings under the Exchange Act.
General
3.We note your pending acquisitions of both Two River Bancorp and Country Bank
Holding Company, Inc., as well as your recent acquisition of Capital Bank of New Jersey
completed on January 31, 2019.  Please revise to include all pro forma financial
information required by Article 11 of Regulation S-X, as well as any additional audited
financial statements required by Rule 3-05 of Regulation S-X, or tell us why you do not
believe this information is required.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Christopher Dunham, Staff Attorney, at (202) 551-3783 or Pamela A.
Long at (202) 551-3765 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       David C. Ingles, Esq.