SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Liberty 77 Capital L.P.

(Last)

(First)

(Middle)

2099 PENNSYLVANIA AVENUE NW

(Street)

WASHINGTON

20006

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/11/2024

3. Issuer Name and Ticker or Trading Symbol
NEW YORK COMMUNITY BANCORP, INC. [ NYCB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	34,940,000	I	See footnotes⁽¹⁾⁽²⁾
Series B Preferred Stock	143,355⁽³⁾	I	See footnotes⁽¹⁾⁽²⁾
Series C Preferred Stock	39,954⁽⁴⁾	I	See footnotes⁽¹⁾⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series C Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	6,751	⁽⁴⁾	I	See footnotes⁽¹⁾⁽²⁾
Series D Warrant	⁽⁵⁾	⁽⁵⁾	Series D Preferred Stock	135,000	⁽⁵⁾	I	See footnotes⁽¹⁾⁽²⁾

1. Name and Address of Reporting Person^*

Liberty 77 Capital L.P.

(Last)

(First)

(Middle)

2099 PENNSYLVANIA AVENUE NW

(Street)

WASHINGTON

20006

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

1. Name and Address of Reporting Person^*

Liberty Strategic Capital (CEN) Holdings, LLC

(Last)

(First)

(Middle)

C/O LIBERTY 77 CAPITAL L.P.

2099 PENNSYLVANIA AVENUE NW

(Street)

WASHINGTON

20006

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

1. Name and Address of Reporting Person^*

Liberty 77 Capital Partners L.P.

(Last)

(First)

(Middle)

C/O LIBERTY 77 CAPITAL L.P.

2099 PENNSYLVANIA AVENUE NW

(Street)

WASHINGTON

20006

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

1. Name and Address of Reporting Person^*

Liberty Capital L.L.C.

(Last)

(First)

(Middle)

C/O LIBERTY 77 CAPITAL L.P.

2099 PENNSYLVANIA AVENUE NW

(Street)

WASHINGTON

20006

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

1. Name and Address of Reporting Person^*

STM Partners LLC

(Last)

(First)

(Middle)

C/O LIBERTY 77 CAPITAL L.P.

2099 PENNSYLVANIA AVENUE NW

(Street)

WASHINGTON

20006

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

1. Name and Address of Reporting Person^*

MNUCHIN STEVEN T

(Last)

(First)

(Middle)

C/O LIBERTY 77 CAPITAL L.P.

2099 PENNSYLVANIA AVE NW

(Street)

WASHINGTON

20006

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

Explanation of Responses:

1. The securities included herein are held by Liberty Strategic Capital (CEN) Holdings, LLC, a Delaware limited liability company (the "Liberty Purchaser"). Liberty 77 Capital L.P. (the "Liberty Manager"), a Delaware limited partnership, is the investment manager of the members of the Liberty Purchaser. Liberty 77 Capital Partners L.P. ("Liberty Manager GP"), a Delaware limited partnership, is the general partner of the Liberty Manager. Liberty Capital L.L.C., a Delaware limited liability company, is the general partner of the Liberty Manager GP. STM Partners LLC, a Delaware limited liability company, indirectly controls the Liberty Manager. Steven T. Mnuchin is the trustee of the managing member of STM Partners LLC.

2. Each Reporting Person disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

3. Under the terms of the Investment Agreement, dated March 7, 2024 (as amended on March 11, 2024), between New York Community Bancorp, Inc. and the Liberty Purchaser (and as may be further amended from time to time, the "Investment Agreement") and the related certificate of designations, at the option of the Liberty Purchaser, the shares of Series B Noncumulative Convertible Preferred Stock, par value $0.01 per share (the "Series B Preferred Stock"), are exchangeable for shares of Common Stock, par value $0.01 per share, of the Issuer (the "Common Stock") upon the occurrence of certain conditions, on a 1-for-1,000 basis, subject to certain adjustments. In addition, the shares of Series B Preferred Stock will convert into Common Stock upon the transfer of such shares to a third party, at such third party purchaser's option, upon the occurrence of certain conditions, on a 1-for-1,000 basis, subject to certain adjustments, and have no expiration date.

4. Under the terms of the Investment Agreement and the related certificate of designations, at the option of the Liberty Purchaser, 6,751 shares of Series C Noncumulative Convertible Preferred Stock, par value $0.01 per share (the "Series C Preferred Stock"), are immediately convertible into Common Stock on a 1-for-1,000 basis, subject to certain adjustments. In addition, all the shares of Series C Preferred Stock will automatically convert into Common Stock upon the occurrence of certain conditions, on a 1-for-1,000 basis, subject to certain adjustments, and have no expiration date.

5. From and after September 10, 2024, at the option of the Liberty Purchaser, each warrant is exercisable to purchase one share of non-voting Series D Preferred Stock, par value $0.01 per share, at a price of $2,500 per share, subject to adjustment, and expires on March 11, 2031.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ See Signatures Included in Exhibit 99.1	03/14/2024
	** 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 5 (b)(v).
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