Alessandro DiNello - 01 Dec 2022 Form 4 Insider Report for FLAGSTAR BANCORP INC

Reporting relationship: CEO and President, Director
Issuer ticker: N/A
Reported as of: 01 Dec 2022
Net transaction value: $0
SEC form: 4
Accepted by SEC: 05 Dec 2022, 13:04:04 UTC
Prior SEC filing: 21 Apr 2022
Next SEC filing: 26 Jan 2023
Source filing: View source filing
Reporting owner signature: /s/ Jan M Klym, By Power of Attorney of Mr. DiNello

Key filing fact

Alessandro DiNello filed Form 4 for FLAGSTAR BANCORP INC on 05 Dec 2022.

Key facts

This page summarizes Alessandro DiNello's Form 4 filing for FLAGSTAR BANCORP INC.
26 reported transactions and 3 derivative rows are listed below.
Accepted by SEC: 05 Dec 2022, 13:04.

Change

Previous filing in this sequence was filed on 21 Apr 2022.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

(NYSE:FBC) transaction

Flagstar Bancorp, Inc. Common Stock

Gift

Transaction value: $0
Shares: -1,500
Change %: -1%
Price: $0.000000
Shares after: 147,894
Date: 19 Oct 2022
Ownership: Direct

(NYSE:FBC) transaction

Flagstar Bancorp, Inc. Common Stock

Gift

Transaction value: $0
Shares: +500
Change %: +8.9%
Price: $0.000000
Shares after: 6,130
Date: 19 Oct 2022
Ownership: By Trust fbo gchild LeoG
Footnotes: F1

(NYSE:FBC) transaction

Flagstar Bancorp, Inc. Common Stock

Gift

Transaction value: $0
Shares: -2,000
Change %: -1.4%
Price: $0.000000
Shares after: 145,894
Date: 21 Oct 2022
Ownership: Direct

(NYSE:FBC) transaction

Flagstar Bancorp, Inc. Common Stock

Gift

Transaction value: $0
Shares: +500
Change %: +7.5%
Price: $0.000000
Shares after: 7,190
Date: 21 Oct 2022
Ownership: By Trust fbo gchild AD
Footnotes: F1

(NYSE:FBC) transaction

Flagstar Bancorp, Inc. Common Stock

Gift

Transaction value: $0
Shares: +500
Change %: +7.5%
Price: $0.000000
Shares after: 7,190
Date: 21 Oct 2022
Ownership: By Trust fbo gchild DD
Footnotes: F1

(NYSE:FBC) transaction

Flagstar Bancorp, Inc. Common Stock

Gift

Transaction value: $0
Shares: +500
Change %: +14%
Price: $0.000000
Shares after: 4,130
Date: 21 Oct 2022
Ownership: By Trust fbo gchild MG
Footnotes: F1

(NYSE:FBC) transaction

Flagstar Bancorp, Inc. Common Stock

Gift

Transaction value: $0
Shares: +500
Change %: +79%
Price: $0.000000
Shares after: 1,130
Date: 21 Oct 2022
Ownership: By Trust fbo LukeG
Footnotes: F1

(NYSE:FBC) transaction

Flagstar Bancorp, Inc. Common Stock

Options Exercise

Transaction value: $0
Shares: +10,228
Change %: +7%
Price: $0.000000
Shares after: 156,122
Date: 01 Dec 2022
Ownership: Direct

(NYSE:FBC) transaction

Flagstar Bancorp, Inc. Common Stock

Options Exercise

Transaction value: $0
Shares: +7,671
Change %: +4.9%
Price: $0.000000
Shares after: 163,793
Date: 01 Dec 2022
Ownership: Direct

(NYSE:FBC) transaction

Flagstar Bancorp, Inc. Common Stock

Options Exercise

Transaction value: $0
Shares: +5,113
Change %: +3.1%
Price: $0.000000
Shares after: 168,906
Date: 01 Dec 2022
Ownership: Direct

(NYSE:FBC) transaction

Flagstar Bancorp, Inc. Common Stock

Award

Transaction value: $0
Shares: +43,750
Change %: +26%
Price: $0.000000
Shares after: 212,656
Date: 01 Dec 2022
Ownership: Direct
Footnotes: F2

(NYSE:FBC) transaction

Flagstar Bancorp, Inc. Common Stock

Tax liability

Transaction value: $0
Shares: -27,212
Change %: -13%
Price: $0.000000
Shares after: 185,444
Date: 01 Dec 2022
Ownership: Direct
Footnotes: F3

(NYSE:FBC) transaction

Flagstar Bancorp, Inc. Common Stock

Disposed to Issuer

Transaction value
Shares: -185,444
Change %: -100%
Price
Shares after: 0
Date: 01 Dec 2022
Ownership: Direct
Footnotes: F4

(NYSE:FBC) transaction

Flagstar Bancorp, Inc. Common Stock

Disposed to Issuer

Transaction value
Shares: -218,000
Change %: -100%
Price
Shares after: 0
Date: 01 Dec 2022
Ownership: By SLAT
Footnotes: F4, F5

(NYSE:FBC) transaction

Flagstar Bancorp, Inc. Common Stock

Disposed to Issuer

Transaction value
Shares: -206,400
Change %: -100%
Price
Shares after: 0
Date: 01 Dec 2022
Ownership: by Wife's SLAT
Footnotes: F4, F6

(NYSE:FBC) transaction

Flagstar Bancorp, Inc. Common Stock

Disposed to Issuer

Transaction value
Shares: -29,100
Change %: -100%
Price
Shares after: 0
Date: 01 Dec 2022
Ownership: By CRUTrust
Footnotes: F4, F7

(NYSE:FBC) transaction

Flagstar Bancorp, Inc. Common Stock

Disposed to Issuer

Transaction value
Shares: -7,190
Change %: -100%
Price
Shares after: 0
Date: 01 Dec 2022
Ownership: By Trust fbo gchild AD
Footnotes: F1, F4

(NYSE:FBC) transaction

Flagstar Bancorp, Inc. Common Stock

Disposed to Issuer

Transaction value
Shares: -7,190
Change %: -100%
Price
Shares after: 0
Date: 01 Dec 2022
Ownership: By Trust fbo gchild DD
Footnotes: F1, F4

(NYSE:FBC) transaction

Flagstar Bancorp, Inc. Common Stock

Disposed to Issuer

Transaction value
Shares: -6,130
Change %: -100%
Price
Shares after: 0
Date: 01 Dec 2022
Ownership: By Trust fbo gchild LeoG
Footnotes: F1, F4

(NYSE:FBC) transaction

Flagstar Bancorp, Inc. Common Stock

Disposed to Issuer

Transaction value
Shares: -4,130
Change %: -100%
Price
Shares after: 0
Date: 01 Dec 2022
Ownership: By Trust fbo gchild MG
Footnotes: F1, F4

(NYSE:FBC) transaction

Flagstar Bancorp, Inc. Common Stock

Disposed to Issuer

Transaction value
Shares: -1,274
Change %: -100%
Price
Shares after: 0
Date: 01 Dec 2022
Ownership: By IRA
Footnotes: F4

(NYSE:FBC) transaction

Flagstar Bancorp, Inc. Common Stock

Disposed to Issuer

Transaction value
Shares: -1,130
Change %: -100%
Price
Shares after: 0
Date: 01 Dec 2022
Ownership: By Trust fbo LukeG
Footnotes: F1, F4

(NYSE:FBC) transaction

Flagstar Bancorp, Inc. Common Stock

Disposed to Issuer

Transaction value
Shares: -206
Change %: -100%
Price
Shares after: 0
Date: 01 Dec 2022
Ownership: By Wife's Trust
Footnotes: F4, F8

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

(NYSE:FBC) transaction Derivative

Restricted Stock Unit (LTP032222)

Options Exercise

Transaction value
Shares: -10,228
Change %: -100%
Price
Shares after: 0
Date: 01 Dec 2022
Ownership: Direct
Underlying class: Flagstar Bancorp, Inc. Common Stock
Underlying amount: 10,228
Exercise price
Footnotes: F9

(NYSE:FBC) transaction Derivative

Restricted Stock Unit (LTIP31521)

Options Exercise

Transaction value
Shares: -7,671
Change %: -100%
Price
Shares after: 0
Date: 01 Dec 2022
Ownership: Direct
Underlying class: Flagstar Bancorp, Inc. Common Stock
Underlying amount: 7,671
Exercise price
Footnotes: F9

(NYSE:FBC) transaction Derivative

Resticted Stock Unit (LTP31920)

Options Exercise

Transaction value
Shares: -5,113
Change %: -100%
Price
Shares after: 0
Date: 01 Dec 2022
Ownership: Direct
Underlying class: Flagstar Bancorp, Inc. Common Stock
Underlying amount: 5,113
Exercise price
Footnotes: F9

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Alessandro DiNello is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 9 footnotes

Footnote F1

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.

Footnote F2

The reporting person acquired these shares upon the settlement of certain Performance Share Units (PSUs) of the issuer with accelerated vesting triggered by change-in-control. The PSUs were originally granted under the Issuer's 2016 Stock Award and Incentive Plan.

Footnote F3

These shares were surrendered to the issuer to cover the tax obligations on shares for which restrictions have lapsed.

Footnote 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.

Footnote F5

Spousal Lifetime Access Trust (SLAT) wherein reporting person's spouse is initial trustee and beneficiary.

Footnote F6

Spousal Lifetime Access Trust (SLAT) wherein reporting person is initial trustee and beneficiary.

Footnote F7

The reporting person continues to report beneficial ownership of all of the FBC common stock held by the trust, but disclaims beneficial ownership except to the extent of his and his wife's pecuniary interest therein.

Footnote F8

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.

Footnote F9

At the Effective Time of the merger, pursuant to change in control provisions in the reporting person's agreements, these Issuer RSUs received accelerated vesting.