Alessandro DiNello - 01 Dec 2022 Form 4 Insider Report for FLAGSTAR BANCORP INC ((NYSE:FBC))

Signature
/s/ Jan M Klym, By Power of Attorney of Mr. DiNello
Issuer symbol
(NYSE:FBC)
Transactions as of
01 Dec 2022
Net transactions value
$0
Form type
4
Filing time
05 Dec 2022, 13:04:04 UTC
Previous filing
21 Apr 2022
Next filing
26 Jan 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction (NYSE:FBC) Flagstar Bancorp, Inc. Common Stock Gift $0 -1,500 -1% $0.000000 147,894 19 Oct 2022 Direct
transaction (NYSE:FBC) Flagstar Bancorp, Inc. Common Stock Gift $0 +500 +8.9% $0.000000 6,130 19 Oct 2022 By Trust fbo gchild LeoG F1
transaction (NYSE:FBC) Flagstar Bancorp, Inc. Common Stock Gift $0 -2,000 -1.4% $0.000000 145,894 21 Oct 2022 Direct
transaction (NYSE:FBC) Flagstar Bancorp, Inc. Common Stock Gift $0 +500 +7.5% $0.000000 7,190 21 Oct 2022 By Trust fbo gchild AD F1
transaction (NYSE:FBC) Flagstar Bancorp, Inc. Common Stock Gift $0 +500 +7.5% $0.000000 7,190 21 Oct 2022 By Trust fbo gchild DD F1
transaction (NYSE:FBC) Flagstar Bancorp, Inc. Common Stock Gift $0 +500 +14% $0.000000 4,130 21 Oct 2022 By Trust fbo gchild MG F1
transaction (NYSE:FBC) Flagstar Bancorp, Inc. Common Stock Gift $0 +500 +79% $0.000000 1,130 21 Oct 2022 By Trust fbo LukeG F1
transaction (NYSE:FBC) Flagstar Bancorp, Inc. Common Stock Options Exercise $0 +10,228 +7% $0.000000 156,122 01 Dec 2022 Direct
transaction (NYSE:FBC) Flagstar Bancorp, Inc. Common Stock Options Exercise $0 +7,671 +4.9% $0.000000 163,793 01 Dec 2022 Direct
transaction (NYSE:FBC) Flagstar Bancorp, Inc. Common Stock Options Exercise $0 +5,113 +3.1% $0.000000 168,906 01 Dec 2022 Direct
transaction (NYSE:FBC) Flagstar Bancorp, Inc. Common Stock Award $0 +43,750 +26% $0.000000 212,656 01 Dec 2022 Direct F2
transaction (NYSE:FBC) Flagstar Bancorp, Inc. Common Stock Tax liability $0 -27,212 -13% $0.000000 185,444 01 Dec 2022 Direct F3
transaction (NYSE:FBC) Flagstar Bancorp, Inc. Common Stock Disposed to Issuer -185,444 -100% 0 01 Dec 2022 Direct F4
transaction (NYSE:FBC) Flagstar Bancorp, Inc. Common Stock Disposed to Issuer -218,000 -100% 0 01 Dec 2022 By SLAT F4, F5
transaction (NYSE:FBC) Flagstar Bancorp, Inc. Common Stock Disposed to Issuer -206,400 -100% 0 01 Dec 2022 by Wife's SLAT F4, F6
transaction (NYSE:FBC) Flagstar Bancorp, Inc. Common Stock Disposed to Issuer -29,100 -100% 0 01 Dec 2022 By CRUTrust F4, F7
transaction (NYSE:FBC) Flagstar Bancorp, Inc. Common Stock Disposed to Issuer -7,190 -100% 0 01 Dec 2022 By Trust fbo gchild AD F1, F4
transaction (NYSE:FBC) Flagstar Bancorp, Inc. Common Stock Disposed to Issuer -7,190 -100% 0 01 Dec 2022 By Trust fbo gchild DD F1, F4
transaction (NYSE:FBC) Flagstar Bancorp, Inc. Common Stock Disposed to Issuer -6,130 -100% 0 01 Dec 2022 By Trust fbo gchild LeoG F1, F4
transaction (NYSE:FBC) Flagstar Bancorp, Inc. Common Stock Disposed to Issuer -4,130 -100% 0 01 Dec 2022 By Trust fbo gchild MG F1, F4
transaction (NYSE:FBC) Flagstar Bancorp, Inc. Common Stock Disposed to Issuer -1,274 -100% 0 01 Dec 2022 By IRA F4
transaction (NYSE:FBC) Flagstar Bancorp, Inc. Common Stock Disposed to Issuer -1,130 -100% 0 01 Dec 2022 By Trust fbo LukeG F1, F4
transaction (NYSE:FBC) Flagstar Bancorp, Inc. Common Stock Disposed to Issuer -206 -100% 0 01 Dec 2022 By Wife's Trust F4, F8

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction (NYSE:FBC) Restricted Stock Unit (LTP032222) Options Exercise -10,228 -100% 0 01 Dec 2022 Flagstar Bancorp, Inc. Common Stock 10,228 Direct F9
transaction (NYSE:FBC) Restricted Stock Unit (LTIP31521) Options Exercise -7,671 -100% 0 01 Dec 2022 Flagstar Bancorp, Inc. Common Stock 7,671 Direct F9
transaction (NYSE:FBC) Resticted Stock Unit (LTP31920) Options Exercise -5,113 -100% 0 01 Dec 2022 Flagstar Bancorp, Inc. Common Stock 5,113 Direct F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Alessandro DiNello is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 These shares were surrendered to the issuer to cover the tax obligations on shares for which restrictions have lapsed.
F4 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.
F5 Spousal Lifetime Access Trust (SLAT) wherein reporting person's spouse is initial trustee and beneficiary.
F6 Spousal Lifetime Access Trust (SLAT) wherein reporting person is initial trustee and beneficiary.
F7 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.
F8 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.
F9 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.