Sec Form 4 Filing - DiNello Alessandro @ FLAGSTAR BANCORP INC - 2022-04-19

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
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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)
04/19/2022
(Street)
TROY, MI48098
4. If Amendment, Date Original Filed (MM/DD/YY)
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 04/19/2022 M 3,551 A $ 0 147,672 D
Flagstar Bancorp, Inc. Common Stock 04/19/2022 M 3,552 A $ 0 151,224 D
Flagstar Bancorp, Inc. Common Stock 04/19/2022 F 1,830( 1 ) D $ 0 149,394 D
Flagstar Bancorp, Inc. Common Stock 218,000( 2 ) I By SLAT
Flagstar Bancorp, Inc. Common Stock 206,400( 3 ) I by Wife's SLAT
Flagstar Bancorp, Inc. Common Stock 29,100( 4 ) I By CRUTrust
Flagstar Bancorp, Inc. Common Stock 6,690( 5 ) I By Trust fbo gchild AD
Flagstar Bancorp, Inc. Common Stock 6,690( 5 ) I By Trust fbo gchild DD
Flagstar Bancorp, Inc. Common Stock 5,630( 5 ) I By Trust fbo gchild LeoG
Flagstar Bancorp, Inc. Common Stock 3,630( 5 ) I By Trust fbo gchild MG
Flagstar Bancorp, Inc. Common Stock 1,274 I By IRA
Flagstar Bancorp, Inc. Common Stock 630( 5 ) I By Trust fbo LukeG
Flagstar Bancorp, Inc. Common Stock 206( 6 ) 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 Units (XLPII32018) ( 7 ) 04/19/2022 M 3,551 ( 8 ) 03/20/2028 Flagstar Bancorp, Inc. Common Stock 3,551 $ 0 3,551 D
Restricted Stock Units (XLPII32018) ( 7 ) 04/19/2022 M 3,552 ( 9 ) 03/20/2028 Flagstar Bancorp, Inc. Common Stock 3,552 $ 0 3,551 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 04/21/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares were surrendered to the issuer to cover the tax obligations on shares for which restrictions have lapsed.
( 2 )Spousal Lifetime Access Trust (SLAT) wherein reporting person's spouse is initial trustee and beneficiary.
( 3 )Spousal Lifetime Access Trust (SLAT) wherein reporting person is initial trustee and beneficiary.
( 4 )These shares are held in a charitable remainder unitrust of which the reporting person is a trustee and of which the reporting person and his wife are beneficiaries. 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.
( 5 )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.
( 6 )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.
( 7 )Each restricted stock unit represents a contingent right to receive one share of Flagstar Bancorp, Inc. Common Stock.
( 8 )50 percent of these Restricted Stock Units will vest if, for ninety consecutive days, the volume-weighted average price per share of Flagstar Bancorp common stock is $40.00 or more (the "Performance Hurdle"). The Performance Hurdle must be achieved within ten years of the grant date. The vested RSUs will pay out on the fourth anniversary of the grant date. The remaining 50 percent is subject to annual quality review results. If quality review results are attained the shares will vest on the fourth anniversary of the grant date. Vesting, payout and other adjustable triggering events are more fully described in the Form 8-K to be filed by Issuer on March 23, 2018.
( 9 )50 percent of these Restricted Stock Units will vest if, for ninety consecutive days, the volume-weighted average price per share of Flagstar Bancorp common stock is $44.00 or more (the "Performance Hurdle"). The Performance Hurdle must be achieved within ten years of the grant date. The vested RSUs will pay out on the fourth anniversary of the grant date. The remaining 50 percent is subject to annual quality review results. If quality review results are attained the shares will vest on the fourth anniversary of the grant date. Vesting, payout and other adjustable triggering events are more fully described in the Form 8-K to be filed by Issuer on March 23, 2018.

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