X0303 4 2010-10-29 0 0001033012 FLAGSTAR BANCORP INC (NYSE:FBC) 0001222378 CAMPANELLI JOSEPH P C/O FLAGSTAR BANCORP, INC. 5151 CORPORATE DRIVE TROY MI 48098 1 1 0 0 Chairman, President and CEO Flagstar Bancorp, Inc. Common Stock 2010-10-29 4 A 0 22714 0.00 A 263569 D Flagstar Bancorp, Inc. Common Stock 2010-10-29 4 F 0 9471 1.27 D 254098 D Flagstar Bancorp, Inc. Common Stock 2010-11-02 4 P 0 116000 1.00 A 370098 D Series D Mandatorily Convertible Preferred Stock 2010-11-02 4 P 0 14200 20.00 A Common Stock 284000 14200 D Securities are base salary paid to Mr. Campanelli in the form of shares of the Flagstar Bancorp, Inc. Common Stock as further described in the Company's Current Report on Form 8-K filed on October 2, 2009. These shares were purchased directly from the underwriters in the Company's public offering, which closed on November 2, 2010. Each share of Mandatorily Convertible Non-Cumulative Perpetual Preferred Stock, Series D is convertible into 20 shares of Common Stock, subject to anti-dilution adjustments. The Mandatorily Convertible Non-Cumulative Perpetual Preferred Stock, Series D is not convertible until the receipt of approval of an amendment to the Amended and Restated Articles of Incorporation of Flagstar Bancorp, Inc. (the "Issuer") to increase the number of authorized shares of Common Stock (the "Stockholder Approval"), and upon receipt of the Stockholder Approval, the shares of Mandatorily Convertible Non-Cumulative Perpetual Preferred Stock, Series D will automatically convert into shares of Common Stock of the Issuer. The Mandatorily Convertible Non-Cumulative Perpetual Preferred Stock, Series D has no expiration date. /s/ Joseph P. Campanelli 2010-11-02