Item 5.04.
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Temporary Suspension of Trading Under Registrants Employee Benefit Plans
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The disclosure under the
Introductory Note is incorporated by reference into this Item 5.04.
On January 12, 2018, the Company and OceanFirst issued a joint press release
announcing that the election deadline for record holders of shares of the Companys common stock (as well as holders of the Companys restricted stock awards and restricted stock unit awards) to elect the form of consideration they wish to
receive in the Transaction, subject to the allocation and proration procedures set forth in the Merger Agreement, is 5:00 p.m. Eastern time on January 29, 2018, which is based on the current expectation that the Transaction will be completed on
January 31, 2018, as previously disclosed. The completion of the Transaction remains subject to the satisfaction of customary closing conditions. A copy of the joint press release is attached to this Current Report on Form
8-K
as Exhibit 99.1 and is incorporated herein by reference.
In connection with the issuance of the joint press
release, on January 12, 2018, the Company sent a notice to the participants in the Sun National Bank 401(k) Plan (the Plan) informing them of a blackout period pursuant to Section 101(i)(2)(E) of the Employee Retirement Income
Security Act of 1974, as amended, with respect to the Plan. The notice sent on January 12, 2018 updated a preliminary notice sent to the participants in the Plan on December 27, 2017 regarding the anticipated blackout period.
In order to accommodate the administration of the election and conversion process for shares of the Companys common stock held in the Plan, a blackout
period is expected to begin as of 4:00 p.m., New York City time, on January 23, 2018 and is expected to end on or about the week of February 11, 2018 (the Blackout Period). As described in more detail in the notice to
participants, during the Blackout Period, Plan participants will not be able to change Plan investment options or asset allocations involving, or request a loan, withdrawal or distribution from, Plan accounts that are invested in Company Common
Stock.
Also on January 12, 2018, the Company sent a notice (the BTR Notice) pursuant to Section 306 of the Sarbanes-Oxley Act of
2002 and Section 104 of Regulation BTR promulgated pursuant to the Securities Exchange Act of 1934 to its directors and executive officers informing them of the Blackout Period. During the Blackout Period, all directors and executive officers
of the Company will be prohibited from, directly or indirectly, purchasing, selling or otherwise acquiring or transferring the Companys common stock (and related derivative securities) acquired in connection with employment or service as a
director or executive officer of the Company.
Shareholders or other interested parties may obtain, without charge, information regarding the Blackout
Period, including information as to whether the Blackout Period has begun or ended, by contacting Patricia M. Schaubeck, General Counsel, Sun National Bank, 350 Fellowship Road, Suite 101, Mount Laurel, NJ 08054, (856)
552-6037.
A copy of the BTR Notice, which includes the information specified in Rule 104(b) of Regulation BTR, is
attached hereto as Exhibit 99.2 and is incorporated herein by reference.