Lee Matthew Smith - Dec 1, 2022 Form 4 Insider Report for FLAGSTAR BANCORP INC ((NYSE:FBC))

Role
EVP and President of Mortgage
Signature
/s/ Jan M Klym by Power of Attorney for Mr. Smith
Stock symbol
(NYSE:FBC)
Transactions as of
Dec 1, 2022
Transactions value $
$0
Form type
4
Date filed
12/5/2022, 01:29 PM
Previous filing
Apr 21, 2022
Next filing
Mar 16, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction (NYSE:FBC) Flagstar Bancorp, Inc. Common Stock Award +6.25K +1.93% 331K Dec 1, 2022 Direct F1
transaction (NYSE:FBC) Flagstar Bancorp, Inc. Common Stock Award +6.25K +1.89% 337K Dec 1, 2022 Direct F2
transaction (NYSE:FBC) Flagstar Bancorp, Inc. Common Stock Disposed to Issuer -337K -100% 0 Dec 1, 2022 Direct F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction (NYSE:FBC) Resticted Stock Unit (LTP31920) Disposed to Issuer -2.56K -100% 0 Dec 1, 2022 Flagstar Bancorp, Inc. Common Stock 2.56K Direct F4
transaction (NYSE:FBC) Restricted Stock Unit (LTIP31521) Disposed to Issuer -3.84K -100% 0 Dec 1, 2022 Flagstar Bancorp, Inc. Common Stock 3.84K Direct F4
transaction (NYSE:FBC) Restricted Stock Unit (LTP032222) Disposed to Issuer -5.11K -100% 0 Dec 1, 2022 Flagstar Bancorp, Inc. Common Stock 5.11K Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Lee Matthew Smith is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Represents performance-based restricted stock units ("PSUs") which had not been previously reported that converted into time-vesting NYCB RSUs pursuant to the terms of the Merger Agreement. The PSUs were originally granted on March 15, 2021 under the Issuer's 2016 Stock Award and Incentive Plan.
F2 Represents PSUs which had not been previously reported that converted into time-vesting NYCB RSUs pursuant to the terms of the Merger Agreement. The PSUs were originally granted on March 22, 2022 under the Issuer's 2016 Stock Award and Incentive Plan.
F3 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.
F4 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").