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)
12/01/2022
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 10/19/2022 G V 1,500 D $0 147,894 D
Flagstar Bancorp, Inc. Common Stock 10/19/2022 G V 500 A $0 6,130 I(1) By Trust fbo gchild LeoG
Flagstar Bancorp, Inc. Common Stock 10/21/2022 G V 2,000 D $0 145,894 D
Flagstar Bancorp, Inc. Common Stock 10/21/2022 G V 500 A $0 7,190 I(1) By Trust fbo gchild AD
Flagstar Bancorp, Inc. Common Stock 10/21/2022 G V 500 A $0 7,190 I(1) By Trust fbo gchild DD
Flagstar Bancorp, Inc. Common Stock 10/21/2022 G V 500 A $0 4,130 I(1) By Trust fbo gchild MG
Flagstar Bancorp, Inc. Common Stock 10/21/2022 G V 500 A $0 1,130 I(1) By Trust fbo LukeG
Flagstar Bancorp, Inc. Common Stock 12/01/2022 M 10,228 A $0 156,122 D
Flagstar Bancorp, Inc. Common Stock 12/01/2022 M 7,671 A $0 163,793 D
Flagstar Bancorp, Inc. Common Stock 12/01/2022 M 5,113 A $0 168,906 D
Flagstar Bancorp, Inc. Common Stock 12/01/2022 A(2) 43,750 A $0 212,656 D
Flagstar Bancorp, Inc. Common Stock 12/01/2022 F 27,212(3) D $0 185,444 D
Flagstar Bancorp, Inc. Common Stock 12/01/2022 D 185,444 D (4) 0 D
Flagstar Bancorp, Inc. Common Stock 12/01/2022 D 218,000 D (4) 0 I(5) By SLAT
Flagstar Bancorp, Inc. Common Stock 12/01/2022 D 206,400 D (4) 0 I(6) by Wife's SLAT
Flagstar Bancorp, Inc. Common Stock 12/01/2022 D 29,100 D (4) 0 I(7) By CRUTrust
Flagstar Bancorp, Inc. Common Stock 12/01/2022 D 7,190 D (4) 0 I(1) By Trust fbo gchild AD
Flagstar Bancorp, Inc. Common Stock 12/01/2022 D 7,190 D (4) 0 I(1) By Trust fbo gchild DD
Flagstar Bancorp, Inc. Common Stock 12/01/2022 D 6,130 D (4) 0 I(1) By Trust fbo gchild LeoG
Flagstar Bancorp, Inc. Common Stock 12/01/2022 D 4,130 D (4) 0 I(1) By Trust fbo gchild MG
Flagstar Bancorp, Inc. Common Stock 12/01/2022 D 1,274 D (4) 0 I By IRA
Flagstar Bancorp, Inc. Common Stock 12/01/2022 D 1,130 D (4) 0 I(1) By Trust fbo LukeG
Flagstar Bancorp, Inc. Common Stock 12/01/2022 D 206 D (4) 0 I(8) 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 Unit (LTP032222) (9) 12/01/2022 M 10,228 (9) (9) Flagstar Bancorp, Inc. Common Stock 10,228 (9) 0 D
Restricted Stock Unit (LTIP31521) (9) 12/01/2022 M 7,671 (9) (9) Flagstar Bancorp, Inc. Common Stock 7,671 (9) 0 D
Resticted Stock Unit (LTP31920) (9) 12/01/2022 M 5,113 (9) (9) Flagstar Bancorp, Inc. Common Stock 5,113 (9) 0 D
Explanation of Responses:
1. 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.
2. The reporting person acquired these shares upon the settlement of certain Performance Share Units (PSUs) of the issuer with accelerated vesting triggered by change-in-control. The PSUs were originally granted under the Issuer's 2016 Stock Award and Incentive Plan.
3. These shares were surrendered to the issuer to cover the tax obligations on shares for which restrictions have lapsed.
4. Disposed of in connection with the Agreement and Plan of Merger by and among Issuer and New York Community Bancorp, Inc. ("NYCB"), dated April 24, 2021, as amended (the "Merger Agreement"), pursuant to which the Issuer was merged with and into NYCB on December 1, 2022 (the "Effective Time"). Pursuant to the Merger Agreement, as of the Effective Time, each issued and outstanding share of the Issuer's common stock was converted into the right to receive 4.0151 shares of NYCB common stock (the "Exchange Ratio") and cash in lieu of fractional shares, if applicable.
5. Spousal Lifetime Access Trust (SLAT) wherein reporting person's spouse is initial trustee and beneficiary.
6. Spousal Lifetime Access Trust (SLAT) wherein reporting person is initial trustee and beneficiary.
7. 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.
8. 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.
9. At the Effective Time of the merger, pursuant to change in control provisions in the reporting person's agreements, these Issuer RSUs received accelerated vesting.
Remarks:
/s/ Jan M Klym, By Power of Attorney of Mr. DiNello 12/05/2022
** 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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