0001225208-22-012284.txt : 20221205 0001225208-22-012284.hdr.sgml : 20221205 20221205153140 ACCESSION NUMBER: 0001225208-22-012284 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221201 FILED AS OF DATE: 20221205 DATE AS OF CHANGE: 20221205 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DiNello Alessandro CENTRAL INDEX KEY: 0001482776 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31565 FILM NUMBER: 221444800 MAIL ADDRESS: STREET 1: 5300 DEER RIDGE ROAD CITY: JACKSON STATE: MI ZIP: 49201 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NEW YORK COMMUNITY BANCORP INC CENTRAL INDEX KEY: 0000910073 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 061377322 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 102 DUFFY AVENUE CITY: HICKSVILLE STATE: NY ZIP: 11801 BUSINESS PHONE: 5166834100 MAIL ADDRESS: STREET 1: 102 DUFFY AVENUE CITY: HICKSVILLE STATE: NY ZIP: 11801 FORMER COMPANY: FORMER CONFORMED NAME: QUEENS COUNTY BANCORP INC DATE OF NAME CHANGE: 19930802 4 1 doc4.xml X0306 4 2022-12-01 0000910073 NEW YORK COMMUNITY BANCORP INC NYCB 0001482776 DiNello Alessandro 102 DUFFY AVENUE HICKSVILLE NY 11801 1 1 Non-Executive Chairman Common Stock 2022-12-01 4 A 0 826626.0000 0.0000 A 826626.0000 D Common Stock 2022-12-01 4 A 0 116839.0000 0.0000 A 116839.0000 I By CRUTrust Common Stock 2022-12-01 4 A 0 5115.0000 0.0000 A 5115.0000 I By IRA Common Stock 2022-12-01 4 A 0 875291.0000 0.0000 A 875291.0000 I By SLAT Common Stock 2022-12-01 4 A 0 28868.0000 0.0000 A 28868.0000 I By Trust fbo gchild AD Common Stock 2022-12-01 4 A 0 28868.0000 0.0000 A 28868.0000 I By Trust fbo gchild DD Common Stock 2022-12-01 4 A 0 24612.0000 0.0000 A 24612.0000 I By Trust fbo gchild LeoG Common Stock 2022-12-01 4 A 0 16582.0000 0.0000 A 16582.0000 I By Trust fbo gchild MG Common Stock 2022-12-01 4 A 0 4537.0000 0.0000 A 4537.0000 I By Trust fbo LukeG Common Stock 2022-12-01 4 A 0 828716.0000 0.0000 A 828716.0000 I By Wife's SLAT Common Stock 2022-12-01 4 A 0 827.0000 0.0000 A 827.0000 I By Wife's Trust Acquired pursuant to the Agreement and Plan of Merger, dated as of April 24, 2021, as amended (the "Merger Agreement"), by and between New York Community Bancorp, Inc. ("NYCB") and Flagstar Bancorp, Inc. ("Flagstar") pursuant to which Flagstar merged with and into NYCB on December 1, 2022 (the "Effective Time"). Pursuant to the Merger Agreement, at the Effective Time of the merger, each share of Flagstar common stock issued and outstanding prior to the Effective Time was converted into the right to receive 4.0151 shares of NYCB common stock and cash in lieu of fractional shares. On December 1, 2022, the closing price of Flagstar's common stock was $37.54 per share and the closing price of NYCB's common stock was $9.19 per share. Total includes Flagstar RSUs and Flagstar PSUs which were accelerated pursuant to the terms of the reporting person's change-in-control agreement in connection with the merger and exchanged for Merger Consideration pursuant to the terms of the Merger Agreement. These shares are held in a charitable remainder unitrust of which the reporting person is a trustee and of which the reporting person and his wife are beneficiaries. The reporting person continues to report beneficial ownership of all of the New York Community Bancorp, Inc. common stock held by the trust but disclaims beneficial ownership except to the extent of his and his wife's pecuniary interest therein. Spousal Lifetime Access Trust (SLAT) wherein reporting person's spouse is initial trustee and beneficiary. 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. Spousal Lifetime Access Trust (SLAT) wherein reporting person is initial trustee and beneficiary. 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. /s/ Jan M. Klym, Power of Attorney 2022-12-05