SEC Form 4 · accession 0001033012-18-000027

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

Lee Matthew Smith

Officer — Executive Vice President & COO

Period of report

Mar 20, 2018

Accepted (ET)

Mar 22, 2018 · 4:40 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	holding	—	—		—	72,835	D

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)^F1,F2	—	Mar 20, 2018	A	56,818	A	—	Mar 20, 2028	Flagstar Bancorp, Inc. Common Stock	56,818	56,818	D
Restricted Stock Units (XLPII32018)^F1,F3	—	Mar 20, 2018	A	56,818	A	—	Mar 20, 2028	Flagstar Bancorp, Inc. Common Stock	56,818	113,636	D
Restricted Stock Unit (LTP32018)^F1,F4	—	Mar 20, 2018	A	20,455	A	—	—	Flagstar Bancorp, Inc. Common Stock	20,455	20,455	D
Restricted Stock Units (TB32018)^F1,F5	—	Mar 20, 2018	A	68,182	A	—	—	Flagstar Bancorp, Inc. Common Stock	68,182	68,182	D

Explanation of responses

F1Each restricted stock unit represents a contingent right to receive one share of Flagstar Bancorp, Inc. Common Stock.
F250 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 adjustments for certain triggering events are more fully described in the Form 8-K to be filed by Issuer on March 23, 2018.
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 $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 adjustments for certain triggering events are more fully described in the Form 8-K to be filed by Issuer on March 23, 2018.
F4The 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.
F5These 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.