SEC FORM 4

SEC FORM 4 SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

DiNello Alessandro

(Last)

(First)

(Middle)

C/O FLAGSTAR BANCORP, INC.

5151 CORPORATE DRIVE

(Street)

TROY

48098

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FLAGSTAR BANCORP INC [ (NYSE:FBC) ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
03/22/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Flagstar Bancorp, Inc. Common Stock								144,121	D
Flagstar Bancorp, Inc. Common Stock								218,000⁽¹⁾	I	By SLAT
Flagstar Bancorp, Inc. Common Stock								206,400⁽²⁾	I	by Wife's SLAT
Flagstar Bancorp, Inc. Common Stock								29,100⁽³⁾	I	By CRUTrust
Flagstar Bancorp, Inc. Common Stock								6,690⁽⁴⁾	I	By Trust fbo gchild AD
Flagstar Bancorp, Inc. Common Stock								6,690⁽⁴⁾	I	By Trust fbo gchild DD
Flagstar Bancorp, Inc. Common Stock								5,630⁽⁴⁾	I	By Trust fbo gchild LeoG
Flagstar Bancorp, Inc. Common Stock								3,630⁽⁴⁾	I	By Trust fbo gchild MG
Flagstar Bancorp, Inc. Common Stock								1,274	I	By IRA
Flagstar Bancorp, Inc. Common Stock								630⁽⁴⁾	I	By Trust fbo LukeG
Flagstar Bancorp, Inc. Common Stock								206⁽⁵⁾	I	By Wife's Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit (LTP032222)	$0.0	03/22/2022		A		10,228		⁽⁶⁾	03/22/2025	Flagstar Bancorp, Inc. Common Stock	10,228	$0	10,228	D

Explanation of Responses:

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

2. Spousal Lifetime Access Trust wherein reporting person is initial trustee and beneficiary.

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

4. 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.

5. 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.

6. The restricted stock units vest 25% each on first and second anniversary of the grant date, and the remaining 50% on the third anniversary of the grant date.

Remarks:

	/s/ Jan M Klym, By Power of Attorney of Mr. DiNello	03/24/2022
	** 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.

SEC Form 4 filed by Dinello Alessandro