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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 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)
03/19/2020
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 03/19/2020 M 2,580.9(1) A $0 244,623.27(2) D
Flagstar Bancorp, Inc. Common Stock 03/19/2020 F 1,115 D $0 243,508.27 D
Flagstar Bancorp, Inc. Common Stock 03/20/2020 M 2,557 A $0 246,065.27 D
Flagstar Bancorp, Inc. Common Stock 03/20/2020 F 1,115 D $0 244,950.27 D
Flagstar Bancorp, Inc. Common Stock 17,000(3) I By CRUTrust
Flagstar Bancorp, Inc. Common Stock 14,678(4) I By 401(k) Plan
Flagstar Bancorp, Inc. Common Stock 3,000(5) I By Trust fbo gchild LG
Flagstar Bancorp, Inc. Common Stock 2,000(5) I By Trust fbo gchild MG
Flagstar Bancorp, Inc. Common Stock 4,060(5) I By Trust fbo gchild AD
Flagstar Bancorp, Inc. Common Stock 4,060(5) I By Trust fbo gchild DD
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
Resticted Stock Unit (LTP31920) (6) 03/19/2020 A 10,227 (7) (7) Common Stock 10,227 $0 10,227 D
Restricted Stock Unit (LTP31919) (6) 03/19/2020 M 2,557 (7) (7) Flagstar Bancorp, Inc. Common Stock 2,580.9(1) $0 7,670 D
Restricted Stock Unit (LTP32018) (6) 03/20/2020 M 2,557 (8) (8) Flagstar Bancorp, Inc. Common Stock 2,557 $0 5,113 D
Explanation of Responses:
1. Includes 23.9 shares acquired from the vesting of accrued dividends on March 19, 2020. Issuer has a qualifying dividend reinvestment plan.
2. Includes .000816 shares acquired under the FSB dividend reinvestment plan on March 16, 2020.
3. These shares are held in a charitable remainder unitrust of which the reporting person is a trustee and of which the reporting person and his wife are beneficiaries. The reporting person continues to report beneficial ownership of all of the FBC common stock held by the trust but disclaims beneficial ownership except to the extent of his and his wife's pecuniary interest therein.
4. 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.
5. These shares are held in a trust for the benefit of the reporting person's grandchild. The reporting person's spouse is a co-trustee of the trust. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
6. Each restricted stock unit represents a contingent right to receive one share of Flagstar Bancorp, Inc. Common Stock.
7. These restricted stock units 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.
8. 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.
Remarks:
/s/ Jan M Klym, By Power of Attorney of Mr. DiNello 03/23/2020
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.