-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JE0CXDdV7NezdBFPzfvco/ziVrNZ8ecROQ1ozmlGIJ4sEGN8JTbT4qAfyxPK+RaJ tOh9gaNUKSuXYcccsHqxbw== 0001209191-10-062507.txt : 20101223 0001209191-10-062507.hdr.sgml : 20101223 20101223190811 ACCESSION NUMBER: 0001209191-10-062507 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20101222 FILED AS OF DATE: 20101223 DATE AS OF CHANGE: 20101223 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MATLIN DAVID J CENTRAL INDEX KEY: 0001251956 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-16577 FILM NUMBER: 101273296 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FLAGSTAR BANCORP INC CENTRAL INDEX KEY: 0001033012 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 383150651 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5151 CORPORATE DRIVE CITY: TROY STATE: MI ZIP: 48098-2639 BUSINESS PHONE: 248-312-2000 MAIL ADDRESS: STREET 1: 5151 CORPORATE DRIVE CITY: TROY STATE: MI ZIP: 48098-2639 4/A 1 c10219_4ax0.xml MAIN DOCUMENT DESCRIPTION X0303 4/A 2010-12-22 2010-11-03 0001033012 FLAGSTAR BANCORP INC FBC 0001251956 MATLIN DAVID J C/O MP (THRIFT) GLOBAL ADVISERS III LLC 520 MADISON AVENUE NEW YORK NY 10022-4213 1 0 0 0 Common Stock 2010-11-02 4 P 0 72307263 1.00 A 356003524 I See footnotes See Footnote 2010-12-23 4 C 0 8884637 D Common Stock 177692740 0 D On November 2, 2010, MP Thrift Investments L.P. ("MP Thrift") purchased 72,307,263 shares of Common Stock of Flagstar Bancorp, Inc. (the "Issuer") and, on the same date, MP Thrift purchased 8,884,637 shares of Mandatorily Convertible Non-Cumulative Perpetual Preferred Stock, Series D ("Convertible Preferred Stock"), both in registered public offerings. MPGOP III Thrift AV-I L.P. ("MPGOP"), a Delaware limited partnership and MPGOP (Cayman) III Thrift AV-I L.P., a Cayman Islands exempted limited partnership ("MPGOP Cayman", and together with MPGOP, the "New Fund") together hold 100% of the membership interests in MP Thrift. MPGOP has a 77.05% interest in MP Thrift and MPGOP Cayman has a 22.95% interest in MP Thrift. MP (Thrift) Global Partners III LLC ("MP LLC") is a limited liability company organized under the laws of Delaware. The principal business of MP LLC is to serve as general partner of each of MPGOP, MPGOP Cayman, MP Thrift, MP (Thrift) Global Opportunities Partners (Special) III LP ("MPGOPS"), and MP (Thrift) Global Opportunities Investments III LP ("MPGOI"). MP (Thrift) Asset Management LLC ("MPAM") is a limited liability company organized under the laws of Delaware. MPAM is the managing member of MP LLC. MP (Thrift) LLC ("MPT") is a limited liability company organized under the laws of Delaware. (continued from footnote 2) MPT is the managing member of MPAM. MPGOPS is a limited partnership organized under the laws of Delaware. MPGOPS is the holder of a 100% limited partnership interest in MPGOI. MPGOI is a limited partnership organized under the laws of Delaware. MPGOI is the holder of a 1% limited partnership interest in the New Fund. Along with MPT, MPAM, MP LLC, and MPGOPS, MPGOI comprises the Associates Fund. David J. Matlin and Mark R. Patterson are each a 50% managing member of MPT. David J. Matlin's principal occupation is acting as Chief Executive Officer of MatlinPatterson Global Advisers LLC ("Matlin Advisers") and Mark R. Patterson's principal occupation is acting as Chairman of Matlin Advisers. Matlin Advisers is a limited liability company organized under the laws of Delaware. The principal business of Matlin Advisers is to serve as investment adviser to the various funds. Matlin Advisers also serves as investment adviser to the New Fund. David J. Matlin and Mark R. Patterson are both citizens of the United States of America. David J. Matlin may be deemed to have shared voting and investment control (together with Mark R. Patterson) over the shares of the Issuer held by MP LLC. He also has an indirect pecuniary interest in the New Fund. David J. Matlin's exact pecuniary interest therein is not readily determinable because it is subject to several variables, including without limitation, the internal rates of return of the various funds overall and with respect to their indirect investment in the Issuer. He disclaims beneficial ownership of any of the reported securities except to the extent of his pecuniary interest therein. Mandatorily Convertible Non-Cumulative Perpetual Preferred Stock, Series D. Each share of Convertible Preferred Stock is convertible into 20 Shares of the Issuer's Common Stock for each share of the Convertible Preferred Stock, plus cash in lieu of fractional shares. The Issuer held a special meeting of stockholders on December 21, 2010. At the special meeting, stockholders approved the proposal to increase the number of shares of Common Stock issuable by the Issuer from 300,000,000 to 700,000,000. As a result of the stockholder approval, each share of the Issuer's Convertible Preferred Stock outstanding automatically converted into 20 shares of Common Stock as of the close of business on December 22, 2010. After the conversion, the Issuer had approximately 553,270,960 shares of Common Stock outstanding, and MP Thrift was the direct owner of 356,003,524 shares of Common Stock, and the Reporting Persons beneficially owned 64.3% of the Common Stock then outstanding. The Convertible Preferred Stock of the Issuer was not convertible until the receipt of approval of such conversion by the stockholders of the Issuer necessary to amend the Certificate of Incorporation to increase the number of authorized shares of Common Stock, and upon receipt of the stockholder approval, the shares of Convertible Preferred Stock would automatically convert into shares of Common Stock of the Issuer. Such stockholder approval was received on December 21, 2010. The Mandatorily Convertible Non-Cumulative Perpetual Preferred Stock, Series D has no expiration date. /s/ Robert H. Weiss, Attorney-in-Fact 2010-12-23 -----END PRIVACY-ENHANCED MESSAGE-----