SEC Form 4: Ciroli James converted options into 28,585 units of Flagstar Bancorp, covered exercise/tax liability with 12,107 units of Flagstar Bancorp and returned 95,570 units of Flagstar Bancorp to the company, closing all direct ownership in the company (tax withholding)
$FBC
Savings Institutions
Finance
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FLAGSTAR BANCORP INC [ (NYSE:FBC) ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/01/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Flagstar Bancorp, Inc. Common Stock | 12/01/2022 | M | 3,985 | A | $0(1) | 80,077(2) | D | |||
| Flagstar Bancorp, Inc. Common Stock | 12/01/2022 | M | 8,397 | A | $0(1) | 88,474 | D | |||
| Flagstar Bancorp, Inc. Common Stock | 12/01/2022 | M | 16,203 | A | $0(1) | 104,677 | D | |||
| Flagstar Bancorp, Inc. Common Stock | 12/01/2022 | F | 12,107(3) | D | $0 | 92,570 | D | |||
| Flagstar Bancorp, Inc. Common Stock | 12/01/2022 | D | 92,570 | D | (4) | 0 | D | |||
| Flagstar Bancorp, Inc. Common Stock | 12/01/2022 | D | 3,000 | D | (4) | 0 | I | By Spouse's IRA | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Unit (L060220) | (1) | 12/01/2022 | M | 3,985 | (1) | (1) | Flagstar Bancorp, Inc. Common Stock | 3,985 | (1) | 0 | D | ||||
| Restricted Stock Unit (L052521) | (1) | 12/01/2022 | M | 8,397 | (1) | (1) | Flagstar Bancorp, Inc. Common Stock | 8,397 | (1) | 0 | D | ||||
| Restricted Stock Unit (L052422) | (1) | 12/01/2022 | M | 16,203 | (1) | (1) | Flagstar Bancorp, Inc. Common Stock | 16,203 | (1) | 0 | D | ||||
| Explanation of Responses: |
| 1. At the Effective Time of the merger, pursuant to the terms of a Change in Control Agreement, these Issuer RSUs received accelerated vesting. |
| 2. Includes 5.2 shares acquired on August 23, 2022, 5.8 and 241.8 shares acquired on November 22, 2022 under the Issuer's qualified dividend reinvestment plan. |
| 3. These shares were surrendered to the issuer to cover the tax obligations on shares for which restrictions have lapsed. |
| 4. 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. |
| Remarks: |
| /s/ Jan M. Klym, by Power of Attorney for Mr. Ciroli | 12/05/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||