8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 8, 2010

Flagstar Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Michigan	1-16577	38-3150651
(State or other jurisdiction of	(Commission File	(I.R.S. Employer
incorporation)	Number)	Identification No.)

5151 Corporate Drive, Troy, Michigan	48098
(Address of principal executive offices)	(Zip Code)

(248) 312-2000
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On February 8, 2010, the Company issued a press release in which it announced that the subscription period of its previously announced rights offering expired at 5:00 p.m., New York City time, on February 8, 2010. The information contained in this Item 8.01, including the press release contained as Exhibit 99.1 hereto, which is incorporated herein by reference, is being filed with the Securities and Exchange Commission and not furnished.

Matters discussed in this Current Report on Form 8-K contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve substantial risks and uncertainties. In addition to the risks and uncertainties identified above, reference is also made to other risks and uncertainties detailed in reports filed by the Company with the Securities and Exchange Commission. The Company cautions that the foregoing risks and uncertainties are not exclusive.

Item 9.01 Financial Statements and Exhibits

     (d) The following exhibits are being furnished herewith:

Exhibit No.	Exhibit Description
Exhibit 99.1	Press release dated February 8, 2010

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	FLAGSTAR BANCORP, INC.
Dated: February 9, 2010	By:	/s/ Paul D. Borja
		Paul D. Borja
		Executive Vice-President and Chief Financial Officer

EX-99.1

Exhibit 99.1

	NEWS RELEASE For more information, contact: Paul D. Borja Executive Vice President / CFO (248) 312-2000
	FOR IMMEDIATE RELEASE

Flagstar Bancorp Announces Expiration of Rights Offering

TROY, Mich., February 8, 2010 — Flagstar Bancorp, Inc., (NYSE: FBC) (the “Company”) , the holding company of Flagstar Bank, announced today that the subscription period of its previously announced rights offering expired at 5:00 p.m., New York City time, on February 8, 2010. In the aggregate, the Company will receive approximately $300.6 million of proceeds in connection with the exercise of subscription rights by its stockholders and will be issuing an aggregate of approximately 423.3 million shares of its common stock to participating stockholders. Of these amounts, the Company received $300.0 million in proceeds from MP Thrift Investments L.P., its controlling stockholder, on January 27, 2010 and issued approximately 422.5 million shares of the Company’s common stock at that time.

“We are pleased with the results of the offering and are grateful to our stockholders for their continued support,” said Joseph P. Campanelli, Chairman and CEO of Flagstar Bank.

Flagstar Bancorp, with $14.0 billion in total assets at December 31, 2009, is the secondly largest publicly held savings bank headquartered in the Midwest. At December 31, 2009, Flagstar operated 165 banking centers in Michigan, Indiana and Georgia and 23 home loan centers in 14 states. Flagstar Bank originates loans nationwide and is one of the leading originators of residential mortgage loans.

Matters discussed in this press release contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve substantial risks and uncertainties. In addition to the risks and uncertainties identified above, reference is also made to other risks and uncertainties detailed in reports filed by the Company with the Securities and Exchange Commission. The Company cautions that the foregoing risks and uncertainties are not exclusive.