Reginald E. Davis - Dec 1, 2022 Form 4 Insider Report for FLAGSTAR BANCORP INC ((NYSE:FBC))

Role: EVP and President of Banking
Signature: /s/ Jan M. Klym by Power of Attorney for Mr. Davis
Stock symbol: (NYSE:FBC)
Transactions as of: Dec 1, 2022
Transactions value $: $0
Form type: 4
Date filed: 12/5/2022, 01:32 PM
Previous filing: Oct 4, 2022
Next filing: Jan 4, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	(NYSE:FBC)	Flagstar Bancorp, Inc. Common Stock	Disposed to Issuer		-1.15K	-100%		0	Dec 1, 2022	Direct	F1

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

Type	Sym	Class	Transaction	Shares	Change %	Date	Underlying Class	Amount	Ownership	Footnotes
transaction	(NYSE:FBC)	Restricted Stock Units (NH080320)	Disposed to Issuer	-6.46K	-100%	Dec 1, 2022	Flagstar Bancorp, Inc. Common Stock	6.46K	Direct	F2
transaction	(NYSE:FBC)	Restricted Stock Unit (L052521)	Disposed to Issuer	-7.98K	-100%	Dec 1, 2022	Flagstar Bancorp, Inc. Common Stock	7.98K	Direct	F2
transaction	(NYSE:FBC)	Restricted Stock Unit (L052422)	Disposed to Issuer	-16.2K	-100%	Dec 1, 2022	Flagstar Bancorp, Inc. Common Stock	16.2K	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Reginald E. Davis is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	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.
F2	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").

Content

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.

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").