SEC FORM 4

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^*

Ciroli James

(Last)

(First)

(Middle)

5151 CORPORATE DRIVE

(Street)

TROY

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP and Chief Financ Officer

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Flagstar Bancorp, Inc. Common Stock	12/01/2022		M		3,985	A	$0⁽¹⁾	80,077⁽²⁾	D
Flagstar Bancorp, Inc. Common Stock	12/01/2022		M		8,397	A	$0⁽¹⁾	88,474	D
Flagstar Bancorp, Inc. Common Stock	12/01/2022		M		16,203	A	$0⁽¹⁾	104,677	D
Flagstar Bancorp, Inc. Common Stock	12/01/2022		F		12,107⁽³⁾	D	$0	92,570	D
Flagstar Bancorp, Inc. Common Stock	12/01/2022		D		92,570	D	⁽⁴⁾	0	D
Flagstar Bancorp, Inc. Common Stock	12/01/2022		D		3,000	D	⁽⁴⁾	0	I	By Spouse's IRA

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit (L060220)	⁽¹⁾	12/01/2022		M			3,985	⁽¹⁾	⁽¹⁾	Flagstar Bancorp, Inc. Common Stock	3,985	⁽¹⁾	0	D
Restricted Stock Unit (L052521)	⁽¹⁾	12/01/2022		M			8,397	⁽¹⁾	⁽¹⁾	Flagstar Bancorp, Inc. Common Stock	8,397	⁽¹⁾	0	D
Restricted Stock Unit (L052422)	⁽¹⁾	12/01/2022		M			16,203	⁽¹⁾	⁽¹⁾	Flagstar Bancorp, Inc. Common Stock	16,203	⁽¹⁾	0	D

Explanation of Responses:

1. At the Effective Time of the merger, pursuant to the terms of a Change in Control Agreement, these Issuer RSUs received accelerated vesting.

2. Includes 5.2 shares acquired on August 23, 2022, 5.8 and 241.8 shares acquired on November 22, 2022 under the Issuer's qualified dividend reinvestment 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.

Remarks:

	/s/ Jan M. Klym, by Power of Attorney for Mr. Ciroli	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).
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