Form 4 for FLG FLAGSTAR BANK, NATIONAL ASSOCIATION

Accepted 2024-03-14 00:00:00 ET · period of report 2024-03-13 · accession 0000950142-24-000704 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
DI	2024-03-14	2024-03-13	FLG	Liberty Strategic Capital (CEN) Holdings, LLC	Dir	A - Grant	—	+6.75M	41.69M	+19%	—
DI	2024-03-14	2024-03-13	FLG	Liberty Strategic Capital (CEN) Holdings, LLC	Dir	C - Cnv Deriv	—	-6,751	0	-100%	—

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Common Stock	2024-03-13	A	A	6,751,000	—	41,691,000	I See footnotes	—	—	(F3) Under the terms of the Investment Agreement, dated March 7, 2024 (as amended on March 11, 2024), between New York Community Bancorp, Inc. and the Liberty Purchaser and the related certificate of designations, at the option of the Liberty Purchaser, 6,751 shares of Series C Noncumulative Convertible Preferred Stock, par value $0.01 per share (the "Series C Preferred Stock"), were converted into shares of Common Stock, par value $0.01 per share, of the Issuer (the "Common Stock") on a 1-for-1,000 basis, subject to certain adjustments. The Series C Preferred Stock has no expiration date. (F2) Each Reporting Person disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose. (F1) The securities included herein were acquired or disposed of by Liberty Strategic Capital (CEN) Holdings, LLC, a Delaware limited liability company (the "Liberty Purchaser"). Liberty 77 Capital L.P. (the "Liberty Manager"), a Delaware limited partnership, is the investment manager of the members of the Liberty Purchaser. Liberty 77 Capital Partners L.P. ("Liberty Manager GP"), a Delaware limited partnership, is the general partner of the Liberty Manager. Liberty Capital L.L.C., a Delaware limited liability company, is the general partner of the Liberty Manager GP. STM Partners LLC, a Delaware limited liability company, indirectly controls the Liberty Manager. Steven T. Mnuchin is the trustee of the managing member of STM Partners LLC.
2	Derivative	Series C Preferred Stock	2024-03-13	C	D	6,751	—	0	I See footnotes	— · — to —	6,751,000 Common Stock	(F3) Under the terms of the Investment Agreement, dated March 7, 2024 (as amended on March 11, 2024), between New York Community Bancorp, Inc. and the Liberty Purchaser and the related certificate of designations, at the option of the Liberty Purchaser, 6,751 shares of Series C Noncumulative Convertible Preferred Stock, par value $0.01 per share (the "Series C Preferred Stock"), were converted into shares of Common Stock, par value $0.01 per share, of the Issuer (the "Common Stock") on a 1-for-1,000 basis, subject to certain adjustments. The Series C Preferred Stock has no expiration date. (F2) Each Reporting Person disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose. (F1) The securities included herein were acquired or disposed of by Liberty Strategic Capital (CEN) Holdings, LLC, a Delaware limited liability company (the "Liberty Purchaser"). Liberty 77 Capital L.P. (the "Liberty Manager"), a Delaware limited partnership, is the investment manager of the members of the Liberty Purchaser. Liberty 77 Capital Partners L.P. ("Liberty Manager GP"), a Delaware limited partnership, is the general partner of the Liberty Manager. Liberty Capital L.L.C., a Delaware limited liability company, is the general partner of the Liberty Manager GP. STM Partners LLC, a Delaware limited liability company, indirectly controls the Liberty Manager. Steven T. Mnuchin is the trustee of the managing member of STM Partners LLC.