Lee Matthew Smith - Dec 1, 2022 Form 4 Insider Report for NEW YORK COMMUNITY BANCORP INC (NYCB)

Role
SEVP & President of Mortgage
Signature
/s/ Jan M. Klym, Power of Attorney
Stock symbol
NYCB
Transactions as of
Dec 1, 2022
Transactions value $
-$164,336
Form type
4
Date filed
12/5/2022, 02:30 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 NYCB Common Stock Award $0 +1.4M $0.00 1.4M Dec 1, 2022 Direct F1, F2
transaction NYCB Common Stock Tax liability -$164K -17.9K -1.28% $9.19 1.38M Dec 1, 2022 Direct
transaction NYCB Common Stock Award $0 +367K $0.00 367K Dec 1, 2022 By Stock Award F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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 (the "Exchange Ratio") shares of NYCB common stock (the "Merger Consideration") and cash in lieu of fractional shares, if applicable. 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. (Continued in Remarks section below.)
F2 Total includes service based restricted stock units that will vest in shares of NYCB common stock over the passage of time.
F3 367,248 shares granted under Stock Award on December 1, 2022 pursuant to the Flagstar Bancorp, Inc. 2016 Stock Award and Incentive Plan, which was assumed by New York Community Bancorp, Inc. pursuant to the terms of the Merger Agreement, will vest in five approximately equal annual installments commencing on December 1, 2023.

Remarks:

Additionally, pursuant to the Merger Agreement, each restricted stock unit of Flagstar ("Flagstar RSU") outstanding prior to the Effective Time was converted into a time-based restricted stock unit of NYCB ("NYCB RSU") with the number of shares underlying such NYCB RSU adjusted based on the Exchange Ratio rounded up to the nearest whole number of shares. Each converted NYCB RSU continues to be subject to the same terms and conditions as applied to the Flagstar RSU immediately prior to the Effective Time. Each performance restricted stock unit of Flagstar ("Flagstar PSU") outstanding prior to the Effective Time was either converted into the right to receive the Merger Consideration or converted into a NYCB RSU pursuant to the terms of the Merger Agreement. Each Flagstar PSU that was converted into an NYCB RSU continues to be subject to the same terms and conditions as applied to the Flagstar PSU immediately prior to the Effective Time, excluding the performance conditions. On December 1, 2022, the Board of Directors of NYCB approved the acceleration of 50,190 NYCB RSUs (formerly Flagstar PSUs) held by the reporting person.