Paul D. Borja - Dec 1, 2022 Form 4 Insider Report for FLAGSTAR BANCORP INC ((NYSE:FBC))

Role
Exec VP and General Counsel
Signature
/s/ Jan M. Klym by Power of Attorney for Mr. Borja
Stock symbol
(NYSE:FBC)
Transactions as of
Dec 1, 2022
Transactions value $
$0
Form type
4
Date filed
12/5/2022, 01:37 PM
Previous filing
Jun 22, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction (NYSE:FBC) Flagstar Bancorp, Inc. Common Stock Award $0 +2.48K +8.71% $0.00 31K Dec 1, 2022 Direct F1, F2
transaction (NYSE:FBC) Flagstar Bancorp, Inc. Common Stock Tax liability $0 -711 -2.29% $0.00 30.3K Dec 1, 2022 Direct F3
transaction (NYSE:FBC) Flagstar Bancorp, Inc. Common Stock Disposed to Issuer -30.3K -100% 0 Dec 1, 2022 Direct F4

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) Restricted Stock Unit (L060220) Disposed to Issuer -677 -100% 0 Dec 1, 2022 Flagstar Bancorp, Inc. Common Stock 677 Direct F5
transaction (NYSE:FBC) Restricted Stock Unit (L052521) Disposed to Issuer -2.18K -100% 0 Dec 1, 2022 Flagstar Bancorp, Inc. Common Stock 2.18K Direct F5
transaction (NYSE:FBC) Restricted Stock Unit (L052422) Disposed to Issuer -7.08K -100% 0 Dec 1, 2022 Flagstar Bancorp, Inc. Common Stock 7.08K Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Paul D. Borja is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 These shares were surrendered to satisfy tax withholding obligations resulting from the settlement of certain Performance Share Units of issuer.
F4 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.
F5 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").