Sec Form 3 Filing - Liberty 77 Capital L.P. @ NEW YORK COMMUNITY BANCORP, INC. - 2024-03-11

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Liberty 77 Capital L.P. 2. Issuer Name and Ticker or Trading Symbol NEW YORK COMMUNITY BANCORP, INC. [ NYCB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2099 PENNSYLVANIA AVENUE NW, 3. Date of Earliest Transaction (MM/DD/YY) 03/11/2024 (Street) WASHINGTON, DC20006 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Common Stock 34,940,000 I See footnotes ( 1 ) ( 2 ) Series B Preferred Stock 143,355 ( 3 ) I See footnotes ( 1 ) ( 2 ) Series C Preferred Stock 39,954 ( 4 ) I See footnotes ( 1 ) ( 2 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Series C Preferred Stock ( 4 ) ( 4 ) ( 4 ) Common Stock 6,751 I See footnotes ( 1 ) ( 2 ) Series D Warrant ( 5 ) ( 5 ) ( 5 ) Series D Preferred Stock 135,000 I See footnotes ( 1 ) ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Liberty 77 Capital L.P. 2099 PENNSYLVANIA AVENUE NW WASHINGTON, DC20006 X Liberty Strategic Capital (CEN) Holdings, LLC C/O LIBERTY 77 CAPITAL L.P. 2099 PENNSYLVANIA AVENUE NW WASHINGTON, DC20006 X Liberty 77 Capital Partners L.P. C/O LIBERTY 77 CAPITAL L.P. 2099 PENNSYLVANIA AVENUE NW WASHINGTON, DC20006 X Liberty Capital L.L.C. C/O LIBERTY 77 CAPITAL L.P. 2099 PENNSYLVANIA AVENUE NW WASHINGTON, DC20006 X STM Partners LLC C/O LIBERTY 77 CAPITAL L.P. 2099 PENNSYLVANIA AVENUE NW WASHINGTON, DC20006 X MNUCHIN STEVEN T C/O LIBERTY 77 CAPITAL L.P. 2099 PENNSYLVANIA AVE NW WASHINGTON, DC20006 X Signatures /s/ See Signatures Included in Exhibit 99.1 03/14/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The securities included herein are held by Liberty Strategic Capital (CEN) Holdings, LLC, a Delaware limited liability company (the "Liberty Purchaser"). Liberty 77 Capital L.P. (the "Liberty Manager"), a Delaware limited partnership, is the investment manager of the members of the Liberty Purchaser. Liberty 77 Capital Partners L.P. ("Liberty Manager GP"), a Delaware limited partnership, is the general partner of the Liberty Manager. Liberty Capital L.L.C., a Delaware limited liability company, is the general partner of the Liberty Manager GP. STM Partners LLC, a Delaware limited liability company, indirectly controls the Liberty Manager. Steven T. Mnuchin is the trustee of the managing member of STM Partners LLC. ( 2 )Each Reporting Person disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose. ( 3 )Under the terms of the Investment Agreement, dated March 7, 2024 (as amended on March 11, 2024), between New York Community Bancorp, Inc. and the Liberty Purchaser (and as may be further amended from time to time, the "Investment Agreement") and the related certificate of designations, at the option of the Liberty Purchaser, the shares of Series B Noncumulative Convertible Preferred Stock, par value $0.01 per share (the "Series B Preferred Stock"), are exchangeable for shares of Common Stock, par value $0.01 per share, of the Issuer (the "Common Stock") upon the occurrence of certain conditions, on a 1-for-1,000 basis, subject to certain adjustments. In addition, the shares of Series B Preferred Stock will convert into Common Stock upon the transfer of such shares to a third party, at such third party purchaser's option, upon the occurrence of certain conditions, on a 1-for-1,000 basis, subject to certain adjustments, and have no expiration date. ( 4 )Under the terms of the Investment Agreement and the related certificate of designations, at the option of the Liberty Purchaser, 6,751 shares of Series C Noncumulative Convertible Preferred Stock, par value $0.01 per share (the "Series C Preferred Stock"), are immediately convertible into Common Stock on a 1-for-1,000 basis, subject to certain adjustments. In addition, all the shares of Series C Preferred Stock will automatically convert into Common Stock upon the occurrence of certain conditions, on a 1-for-1,000 basis, subject to certain adjustments, and have no expiration date. ( 5 )From and after September 10, 2024, at the option of the Liberty Purchaser, each warrant is exercisable to purchase one share of non-voting Series D Preferred Stock, par value $0.01 per share, at a price of $2,500 per share, subject to adjustment, and expires on March 11, 2031.

Remarks: Exhibit 24.1 - Power of Attorney

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.