UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, DCD.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15(d)

ofOF ~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

Date of Report (Date of earliest event reported): ~~November~~December 221, 2016 (November 30, 2016)

OCEAN SHORE HOLDING CO.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in its ~~charter~~Charter)

New Jersey	0-53856	80-0282446
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

1001 Asbury Avenue, Ocean City, New Jersey 08226


1001 Asbury Avenue, Ocean City, New Jersey		08226
(Address of Principal Executive Offices)		(Zip Code)

~~(Address~~Registrant’s oftelephone ~~principal~~number, ~~executive~~including ~~offices)~~area ~~(Zip~~code: ~~Code~~(609) 399-0012

(609) 399-0012

(Registrant’s telephone number, including area code)

Not Applicable

(Former ~~name~~Name or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report~~Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~Introductory ~~5.07~~Note ~~Submission of Matters to a Vote of Security Holders~~

AThis ~~special~~Current ~~meeting~~Report on Form 8-K is being filed in connection with the closing on November 30, 2016 of the transactions contemplated by the Agreement and ~~stockholders~~Plan of ~~Ocean~~Merger ~~Shore~~by ~~Holding~~and among OceanFirst Financial Corp. (“OceanFirst”), Masters Merger Sub Corp. (“Merger Sub”) and Ocean ShoreHolding Co. (“Ocean Shore”), dated as of July 12, 2016 (the “~~Company~~Merger Agreement”), ~~was~~pursuant ~~held~~to onwhich ~~November~~(i) 22Merger Sub merged (the “First-Step Merger”) with and into Ocean Shore, ~~2016.~~with ~~The~~Ocean ~~final~~Shore ~~results~~as ~~for~~the ~~each~~surviving entity, and (ii) immediately thereafter, Ocean Shore merged with and into OceanFirst, with OceanFirst as the surviving entity (the “Second-Step Merger” and, together with the First-Step Merger, the “Integrated Mergers”). Upon the completion of the ~~matters~~Integrated ~~submitted~~Mergers, toOcean City Home Bank, a ~~vote~~federal savings ofbank, ~~stockholders~~merged atwith ~~the~~and ~~special~~into ~~meeting~~OceanFirst ~~are~~Bank, a federal savings bank, with OceanFirst Bank as ~~follows:~~the surviving bank (together with the Integrated Mergers, the “Transactions”).

1Item 2.01 ~~The~~Completion ~~proposal to approve the Agreement and Plan~~ of ~~Merger,~~Acquisition ~~dated~~or asDisposition of ~~July 12, 2016, by and among OceanFirst Financial Corp., Masters Merger Sub Corp. and the Company, and the transactions contemplated therein, was approved by the stockholders by the following vote:~~Assets

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
5,349,587		62,091		26,913		26,259

Under the terms of the Merger Agreement, 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 the Effective Time (other than certain shares of Ocean Shore common stock that were cancelled for no consideration pursuant to the terms of the Merger Agreement) was converted into the right to receive 0.9667 shares of OceanFirst common stock and $4.35 in cash without interest, together with cash in lieu of fractional shares of the OceanFirst common stock (the “Merger Consideration”). Also at 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 prior to the First-Step Merger, except that the number of shares of OceanFirst common stock issuable upon exercise of a converted option was adjusted by multiplying the number of shares of Ocean Shore common stock 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). At the Effective Time, each Ocean Shore restricted stock award became fully vested and was converted into the right to receive the Merger Consideration.

2. The ~~proposal~~information toset ~~approve,~~forth onin athe ~~non-binding~~Introductory ~~advisory~~Note ~~basis,~~above ~~the~~is ~~compensation~~incorporated ~~that~~into ~~certain~~this ~~executive~~Item 2.01 ~~officers~~by reference. The foregoing description of the ~~Company~~Transactions and ~~may~~the ~~receive~~Merger Agreement does not purport to be complete and is qualified in ~~connection~~its ~~with~~entirety by reference to the ~~merger~~Merger ofAgreement, which was filed with the ~~Company~~Securities and ~~OceanFirst~~Exchange ~~Financial~~Commission ~~Corp.~~(“SEC”) ~~pursuant~~as Exhibit 2.1 to ~~existing~~Ocean ~~agreements~~Shore’s Current orReport ~~arrangements~~on ~~with~~Form ~~the~~8-K ~~Company~~dated ~~was~~July 14, ~~approved~~2016 byand ~~the~~is ~~stockholders~~incorporated by ~~the~~reference ~~following~~into ~~vote:~~this Item 2.01.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
5,014,957		395,199		28,435		26,259

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

~~Item~~On 8November 30, 2016, Ocean Shore notified the NASDAQ Stock Market (“NASDAQ”) that the First-Step Merger had been completed, and requested that NASDAQ suspend trading of Ocean Shore’s common stock on NASDAQ and remove Ocean Shore’s common stock from listing on NASDAQ, in each case, prior to market open on December 1, 2016.01 ~~Other~~Ocean ~~Events~~Shore has also requested that NASDAQ file a notification of removal from listing of Ocean Shore’s common stock on Form 25 with the SEC.

~~On November 23~~OceanFirst, ~~2016,~~as the ~~Company~~successor-in-interest ~~and~~to ~~OceanFirst~~Ocean ~~Financial~~Shore, ~~Corp.~~intends ~~issued~~to afile ~~joint~~with ~~press~~the ~~release~~SEC ~~announcing~~certifications ~~that~~on ~~each~~Form ~~company’s~~15 ~~stockholders~~under ~~had~~the ~~approved~~Securities ~~the~~and ~~merger~~Exchange Act of ~~the~~1934, ~~Company~~as ~~with~~amended ~~and~~(the ~~into~~“Exchange ~~OceanFirst~~Act”), ~~Financial~~to ~~Corp.~~request Athe ~~copy~~termination of the ~~joint~~registration ~~press~~of ~~release~~Ocean isShore’s ~~attached~~common asstock ~~Exhibit~~under Section 12(g) ~~99.1~~of tothe ~~this~~Exchange ~~Current~~Act ~~Report on~~and ~~Form~~the ~~8-K~~suspension of Ocean Shore’s reporting obligations under Sections 13 and is15(d) ~~incorporated~~of ~~herein~~the byExchange ~~reference~~Act as promptly as possible.

~~Item~~The 9information set forth in the Introductory Note above and in Item 2.01 ~~Financial~~of ~~Statements~~this ~~and~~Current ~~Exhibits~~Report on Form 8-K is incorporated by reference into this Item 3.01.

Item 3.03

Material Modification to the Rights of Security Holders

The information set forth in the Introductory Note above and in Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01

Changes in Control of Registrant

The information set forth in the Introductory Note above and in Items 2.01 and 5.02 is incorporated by reference into this Item 5.01.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

At the Effective Time, Ocean Shore’s directors and executive officers ceased serving in such capacities.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

As of the Effective Time, the Certificate of Incorporation and the Bylaws of Ocean Shore, as the surviving corporation in the First-Step Merger, were amended and restated to be the Certificate of Incorporation and Bylaws of Merger Sub. As of the effective time of the Second-Step Merger, the Certificate of Incorporation and the Bylaws of Merger Sub (f/k/a Ocean Shore) ceased to be in effect by operation of law and the organizational documents of OceanFirst (as successor-in-interest to Merger Sub (f/k/a Ocean Shore)) remained the Certificate of Incorporation and Bylaws of surviving corporation in accordance with the terms of the Merger Agreement.

The information set forth in the Introductory Note above and in Item 2.01 is incorporated by reference into this Item 5.03. The Certificate of Incorporation and Bylaws of OceanFirst, as the successor-in-interest to Ocean Shore, are included here as Exhibits 3.1 and 3.2, respectively, and are incorporated by reference into this Item 5.03.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description ~~of Exhibit~~
99.1		Joint Press Release dated November 23, 2016
2.1		Agreement and Plan of Merger, dated as of July 12, 2016, by and among OceanFirst Financial Corp., Masters Merger Sub Corp. and Ocean Shore Holding Co. (attached as Exhibit 2.1 to Ocean Shore’s Current Report on Form 8-K filed on July 14, 2016 and incorporated herein by reference)
3.1		Certificate of Incorporation of OceanFirst Financial Corp. (incorporated herein by reference from the Exhibits to Form S-1, Registration Statement, effective May 13, 1996, as amended, Registration No. 33-80123)
3.2		Bylaws of OceanFirst Financial Corp. (incorporated herein by reference from OceanFirst’s Current Report on Form 8-K filed on January 23, 2015)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned , hereunto duly authorized.

	OCEAN SHORE HOLDING CO.
	OCEANFIRST FINANCIAL CORP., as successor to Ocean Shore Holding Co.
	(Registrant)
DATE: December 1, 2016	By:	/s/ Michael J. Fitzpatrick
Date: November 23, 2016	By:	/s/ Steven E. Brady
		Name: Michael J. Fitzpatrick
		Steven E. Brady
		Title: Executive Vice President & CFO
		President and Chief Executive Officer

Exhibit Index


Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of July 12, 2016, by and among OceanFirst Financial Corp., Masters Merger Sub Corp. and Ocean Shore Holding Co. (attached as Exhibit 2.1 to Ocean Shore’s Current Report on Form 8-K filed on July 14, 2016 and incorporated herein by reference)

3.1		Certificate of Incorporation of OceanFirst Financial Corp. (incorporated herein by reference from the Exhibits to Form S-1, Registration Statement, effective May 13, 1996, as amended, Registration No. 33-80123)

3.2		Bylaws of OceanFirst Financial Corp. (incorporated herein by reference from OceanFirst’s Current Report on Form 8-K filed on January 23, 2015)

Filing Compare · Ocean Shore Holding Co.