SEC Form 4 · accession 0001033012-18-000026

FLAGSTAR BANCORP INC · (NYSE:FBC)

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).

Reporting owner

Alessandro DiNello

Officer — CEO and President · Director

Period of report

Mar 20, 2018

Accepted (ET)

Mar 22, 2018 · 4:37 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001033012

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Flagstar Bancorp, Inc. Common Stock	Jan 30, 2018	G	3,000	$0.00	D	116,509	D
Flagstar Bancorp, Inc. Common Stock	Jan 30, 2018	G	1,000	$0.00	A	3,060	I	By Trust fbo gchild AD
Flagstar Bancorp, Inc. Common Stock	Jan 30, 2018	G	1,000	$0.00	A	3,060	I	By Trust fbo gchild DD
Flagstar Bancorp, Inc. Common Stock	Jan 30, 2018	G	1,000	$0.00	A	2,000	I	By Trust fbo gchild LG
Flagstar Bancorp, Inc. Common Stock^F1	holding	—	—		—	14,521	I	By 401(k) Plan
Flagstar Bancorp, Inc. Common Stock	holding	—	—		—	1,274	I	By IRA
Flagstar Bancorp, Inc. Common Stock	holding	—	—		—	206	I	By Wife's Trust

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units (XLPII32018)^F2,F3	—	Mar 20, 2018	A	113,637	A	—	Mar 20, 2028	Flagstar Bancorp, Inc. Common Stock	113,637	113,637	D
Restricted Stock Units (XLPII32018)^F2,F4	—	Mar 20, 2018	A	113,636	A	—	Mar 20, 2028	Flagstar Bancorp, Inc. Common Stock	113,636	227,273	D
Restricted Stock Unit (LTP32018)^F2,F5	—	Mar 20, 2018	A	40,909	A	—	—	Flagstar Bancorp, Inc. Common Stock	40,909	40,909	D
Restricted Stock Units (TB32018)^F2,F6	—	Mar 20, 2018	A	136,364	A	—	—	Flagstar Bancorp, Inc. Common Stock	136,364	136,364	D

Explanation of responses

F1Because the stock fund component of the 401(k) Plan is accounted for in unit accounting, the number of share equivalents varies based on the closing price of Flagstar Bancorp, Inc. stock on the applicable measurement date.
F2Each restricted stock unit represents a contingent right to receive one share of Flagstar Bancorp, Inc. Common Stock.
F350 percent of these Restricted Stock Units will vest if, for ninety consecutive days, the volume-weighted average price per share of Flagstar Bancorp common stock is $40.00 or more (the "Performance Hurdle"). The Performance Hurdle must be achieved within ten years of the grant date. The vested RSUs will pay out on the fourth anniversary of the grant date. The remaining 50 percent is subject to annual quality review results. If quality review results are attained the shares will vest on the fourth anniversary of the grant date. Vesting, payout and other adjustable triggering events are more fully described in the Form 8-K to be filed by Issuer on March 23, 2018.
F450 percent of these Restricted Stock Units will vest if, for ninety consecutive days, the volume-weighted average price per share of Flagstar Bancorp common stock is $44.00 or more (the "Performance Hurdle"). The Performance Hurdle must be achieved within ten years of the grant date. The vested RSUs will pay out on the fourth anniversary of the grant date. The remaining 50 percent is subject to annual quality review results. If quality review results are attained the shares will vest on the fourth anniversary of the grant date. Vesting, payout and other adjustable triggering events are more fully described in the Form 8-K to be filed by Issuer on March 23, 2018.
F5The restricted stock units were granted on March 20, 2018, and will vest 25 percent on both the first and second anniversary of the grant date, and the remaining 50 percent on the third anniversary of the grant date.
F6These Restricted Stock Units were granted on March 20, 2018, and will vest 25 percent each on the last business day of 2018, 2019, 2020 and 2021 calendar years.