Sec Form 4 Filing - DiNello Alessandro @ NEW YORK COMMUNITY BANCORP INC - 2022-12-01

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 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) X __ Other (specify below) Non-Executive Chairman (Last) (First) (Middle) 102 DUFFY AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 12/01/2022 (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 12/01/2022 A 826,626 A $ 0( 1 ) 826,626( 2 ) D Common Stock 12/01/2022 A 116,839 A $ 0( 1 ) 116,839 I By CRUTrust( 3 ) Common Stock 12/01/2022 A 5,115 A $ 0( 1 ) 5,115 I By IRA Common Stock 12/01/2022 A 875,291 A $ 0( 1 ) 875,291 I By SLAT( 4 ) Common Stock 12/01/2022 A 28,868 A $ 0( 1 ) 28,868 I By Trust fbo gchild AD( 5 ) Common Stock 12/01/2022 A 28,868 A $ 0( 1 ) 28,868 I By Trust fbo gchild DD( 5 ) Common Stock 12/01/2022 A 24,612 A $ 0( 1 ) 24,612 I By Trust fbo gchild LeoG( 5 ) Common Stock 12/01/2022 A 16,582 A $ 0( 1 ) 16,582 I By Trust fbo gchild MG( 5 ) Common Stock 12/01/2022 A 4,537 A $ 0( 1 ) 4,537 I By Trust fbo LukeG( 5 ) Common Stock 12/01/2022 A 828,716 A $ 0( 1 ) 828,716 I By Wife's SLAT( 6 ) Common Stock 12/01/2022 A 827 A $ 0( 1 ) 827 I By Wife's Trust( 7 )

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 DiNello Alessandro 102 DUFFY AVENUE HICKSVILLE, NY11801 X Non-Executive Chairman Signatures /s/ Jan M. Klym, Power of Attorney 12/05/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Acquired pursuant to the Agreement and Plan of Merger, dated as of April 24, 2021, as amended (the "Merger Agreement"), by and between New York Community Bancorp, Inc. ("NYCB") and Flagstar Bancorp, Inc. ("Flagstar") pursuant to which Flagstar merged with and into NYCB on December 1, 2022 (the "Effective Time"). Pursuant to the Merger Agreement, at the Effective Time of the merger, each share of Flagstar common stock issued and outstanding prior to the Effective Time was converted into the right to receive 4.0151 shares of NYCB common stock and cash in lieu of fractional shares. On December 1, 2022, the closing price of Flagstar's common stock was $37.54 per share and the closing price of NYCB's common stock was $9.19 per share. ( 2 )Total includes Flagstar RSUs and Flagstar PSUs which were accelerated pursuant to the terms of the reporting person's change-in-control agreement in connection with the merger and exchanged for Merger Consideration pursuant to the terms of the Merger Agreement. ( 3 )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 New York Community Bancorp, Inc. common stock held by the trust but disclaims beneficial ownership except to the extent of his and his wife's pecuniary interest therein. ( 4 )Spousal Lifetime Access Trust (SLAT) wherein reporting person's spouse is initial trustee and beneficiary. ( 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 )Spousal Lifetime Access Trust (SLAT) wherein reporting person is initial trustee and beneficiary. ( 7 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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