Sec Form 4 Filing - Borja Paul D @ FLAGSTAR BANCORP INC - 2022-12-01

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
Borja Paul D
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)
Exec VP and General Counsel
(Last) (First) (Middle)
5151 CORPORATE DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
12/01/2022
(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 12/01/2022 A 2,484( 1 ) A $ 0 31,010( 2 ) D
Flagstar Bancorp, Inc. Common Stock 12/01/2022 F 711( 3 ) D $ 0 30,299 D
Flagstar Bancorp, Inc. Common Stock 12/01/2022 D 30,299 D 0 D
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 (L060220) ( 5 ) 12/01/2022 D 677 ( 5 ) ( 5 ) Flagstar Bancorp, Inc. Common Stock 677 ( 5 ) 0 D
Restricted Stock Unit (L052521) ( 5 ) 12/01/2022 D 2,183 ( 5 ) ( 5 ) Flagstar Bancorp, Inc. Common Stock 2,183 ( 5 ) 0 D
Restricted Stock Unit (L052422) ( 5 ) 12/01/2022 D 7,075 ( 5 ) ( 5 ) Flagstar Bancorp, Inc. Common Stock 7,075 ( 5 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Borja Paul D
5151 CORPORATE DRIVE
TROY, MI48098
Exec VP and General Counsel
Signatures
/s/ Jan M. Klym by Power of Attorney for Mr. Borja 12/05/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reporting person acquired these shares upon the settlement of certain Performance Share Units (PSUs) of the issuer, accelerated at merger. The PSUs were originally granted on June 2, 2020 under the Issuer's 2016 Stock Award and Incentive Plan.
( 2 )Includes 27.02 shares and 30.2 shares acquired on August 19, 2022 and November 17, 2022, respectively, from a broker dividend reinvestment plan with substantially the same terms as the Issuer's qualified plan.
( 3 )These shares were surrendered to satisfy tax withholding obligations resulting from the settlement of certain Performance Share Units of issuer.
( 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.
( 5 )At the Effective Time of the merger, pursuant to the terms of the Merger Agreement, each Issuer RSU was converted into a time-based restricted stock unit denominated in shares of NYCB Common Stock based on the Exchange Ratio (NYCB "RSUs").

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