Sec Form 4 Filing - ODONOVAN JAMES J @ NEW YORK COMMUNITY BANCORP INC - 2022-01-25

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 ODONOVAN JAMES J 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) 102 DUFFY AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 01/25/2022 (Street) HICKSVILLE, NY11801 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 Common Stock 01/25/2022 A 9,434 A $ 0 9,434 I By Stock Award XII( 1 ) Common Stock 737,647( 2 ) D Common Stock 241,140( 3 ) I By 401(k) Common Stock 388,471( 4 ) I By SERP Common Stock 4,500 I By Stock Award IX( 5 ) Common Stock 3,000 I By Stock Award VII( 6 ) Common Stock 3,000 I By Stock Award VIII( 7 ) Common Stock 7,208 I By Stock Award X( 8 ) Common Stock 8,212 I By Stock Award XI( 9 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ODONOVAN JAMES J 102 DUFFY AVENUE HICKSVILLE, NY11801 X Signatures /s/ Salvatore J. DiMartino, Power of Attorney 01/27/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )9,434 shares granted under Stock Award XII on January 25, 2022 pursuant to the New York Community Bancorp, Inc. 2020 Omnibus Incentive Plan, will vest on January 25, 2023. ( 2 )The number of shares held directly includes certain shares that were previously held by Stock Awards and that have subsequently vested. ( 3 )The New York Community Bancorp, Inc. Employee Stock Ownership Plan (the "ESOP") was merged with and into the New York Community Bancorp, Inc. Employee Savings Plan, (the "401(k) Plan") and all assets of the ESOP were transferred to the 401(k) Plan. This transaction is exempt pursuant to Rule 16a-13. Prior to the merger of the ESOP into the 401(k) Plan, on November 24, 2021, a minimum required distribution was made by the ESOP. On December 16, 2021, a minimum required distribution was made by the 401(k) plan. ( 4 )This form reflects increases in beneficial ownership resulting from dividend reinvestment pursuant to Rule 16a-11. ( 5 )The remaining 4,500 shares, granted under Stock Award IX on March 1, 2019 pursuant to the New York Community Bancorp, Inc. 2012 Stock Incentive Plan, will vest in three equal annual installments commencing on March 1, 2022. ( 6 )The remaining 3,000 shares, granted under Stock Award VII on April 1, 2017 pursuant to the New York Community Bancorp, Inc. 2012 Stock Incentive Plan, will vest on April 1, 2022. ( 7 )The remaining 3,000 shares, granted under Stock Award VIII on February 15, 2018 pursuant to the New York Community Bancorp, Inc. 2012 Stock Incentive Plan, will vest in two equal annual installments commencing on February 15, 2022. ( 8 )The remaining 7,208 shares granted under Stock Award X on January 29, 2020 pursuant to the New York Community Bancorp, Inc. 2012 Stock Incentive Plan, will vest in four equal annual installments commencing on January 29, 2022. ( 9 )8,212 shares granted under Stock Award XI on January 26, 2021 pursuant to the New York Community Bancorp, Inc. 2020 Omnibus Incentive Plan, will vest on January 26, 2022.

Remarks: Since the reporting person's last report, 5,318 shares previously held by the reporting person as custodian for his grandson were transferred to such grandson upon his attainment of the age of majority and are no longer reported by the reporting person.

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).

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