SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
DiNello Alessandro
(Last) (First) (Middle)
C/O FLAGSTAR BANCORP, INC.
5151 CORPORATE DRIVE
(Street)
TROY MI 48098
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
FLAGSTAR BANCORP INC [ (NYSE:FBC) ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO and President
3. Date of Earliest Transaction (Month/Day/Year)
03/20/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Flagstar Bancorp, Inc. Common Stock 01/30/2018 G V 3,000 D $0 116,509 D
Flagstar Bancorp, Inc. Common Stock 01/30/2018 G V 1,000 A $0 3,060 I By Trust fbo gchild AD
Flagstar Bancorp, Inc. Common Stock 01/30/2018 G V 1,000 A $0 3,060 I By Trust fbo gchild DD
Flagstar Bancorp, Inc. Common Stock 01/30/2018 G V 1,000 A $0 2,000 I By Trust fbo gchild LG
Flagstar Bancorp, Inc. Common Stock 14,521(1) I By 401(k) Plan
Flagstar Bancorp, Inc. Common Stock 1,274 I By IRA
Flagstar Bancorp, Inc. Common Stock 206 I By Wife's Trust
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (XLPII32018) (2) 03/20/2018 A 113,637 (3) 03/20/2028 Flagstar Bancorp, Inc. Common Stock 113,637 $0 113,637 D
Restricted Stock Units (XLPII32018) (2) 03/20/2018 A 113,636 (4) 03/20/2028 Flagstar Bancorp, Inc. Common Stock 113,636 $0 227,273 D
Restricted Stock Unit (LTP32018) (2) 03/20/2018 A 40,909 (5) (5) Flagstar Bancorp, Inc. Common Stock 40,909 $0 40,909 D
Restricted Stock Units (TB32018) (2) 03/20/2018 A 136,364 (6) (6) Flagstar Bancorp, Inc. Common Stock 136,364 $0 136,364 D
Explanation of Responses:
1. Because the stock fund component of the 401(k) Plan is accounted for in unit accounting, the number of share equivalents varies based on the closing price of Flagstar Bancorp, Inc. stock on the applicable measurement date.
2. Each restricted stock unit represents a contingent right to receive one share of Flagstar Bancorp, Inc. Common Stock.
3. 50 percent of these Restricted Stock Units will vest if, for ninety consecutive days, the volume-weighted average price per share of Flagstar Bancorp common stock is $40.00 or more (the "Performance Hurdle"). The Performance Hurdle must be achieved within ten years of the grant date. The vested RSUs will pay out on the fourth anniversary of the grant date. The remaining 50 percent is subject to annual quality review results. If quality review results are attained the shares will vest on the fourth anniversary of the grant date. Vesting, payout and other adjustable triggering events are more fully described in the Form 8-K to be filed by Issuer on March 23, 2018.
4. 50 percent of these Restricted Stock Units will vest if, for ninety consecutive days, the volume-weighted average price per share of Flagstar Bancorp common stock is $44.00 or more (the "Performance Hurdle"). The Performance Hurdle must be achieved within ten years of the grant date. The vested RSUs will pay out on the fourth anniversary of the grant date. The remaining 50 percent is subject to annual quality review results. If quality review results are attained the shares will vest on the fourth anniversary of the grant date. Vesting, payout and other adjustable triggering events are more fully described in the Form 8-K to be filed by Issuer on March 23, 2018.
5. The restricted stock units were granted on March 20, 2018, and will vest 25 percent on both the first and second anniversary of the grant date, and the remaining 50 percent on the third anniversary of the grant date.
6. These Restricted Stock Units were granted on March 20, 2018, and will vest 25 percent each on the last business day of 2018, 2019, 2020 and 2021 calendar years.
Remarks:
Jan M Klym, By Power of Attorney of Mr. DiNello 03/22/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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