Sec Form 4/A Filing - DiNello Alessandro @ FLAGSTAR BANCORP INC - 2018-03-20

FORM 4/A 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 DiNello Alessandro 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 (Last) (First) (Middle) C/O FLAGSTAR BANCORP, INC., 5151 CORPORATE DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 03/20/2018 (Street) TROY, MI48098 4. If Amendment, Date Original Filed (MM/DD/YY) 03/22/2018 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 Flagstar Bancorp, Inc. Common Stock 116,509 D Flagstar Bancorp, Inc. Common Stock 14,521 ( 1 ) I By 401(k) Plan Flagstar Bancorp, Inc. Common Stock 1,274 I By IRA Flagstar Bancorp, Inc. Common Stock 206 I 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 (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 Restricted Stock Unit (LTP32018) ( 2 ) 03/20/2018 A 10,227 ( 3 ) ( 4 ) ( 4 ) Flagstar Bancorp, Inc. Common Stock 10,227 $ 0 10,227 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DiNello Alessandro C/O FLAGSTAR BANCORP, INC. 5151 CORPORATE DRIVE TROY, MI48098 X CEO and President Signatures /s/ Jan M Klym, By Power of Attorney of Mr. DiNello 03/26/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Because the stock fund component of the 401(k) Plan is accounted for in unit accounting, the number of share equivalents varies based on the closing price of Flagstar Bancorp, Inc. stock on the applicable measurement date. ( 2 )Each restricted stock unit represents a contingent right to receive one share of Flagstar Bancorp, Inc. Common Stock. ( 3 )Amended due to administrative error, wherein the number of shares were incorrectly reported as 40,909. ( 4 )The restricted stock units were granted on March 20, 2018, and will vest 25 percent on both the first and second anniversary of the grant date, and the remaining 50 percent on the third anniversary of the grant 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).

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.