Form 4 for FLG FLAGSTAR BANK, NATIONAL ASSOCIATION

Accepted 2024-08-13 00:00:00 ET · period of report 2024-08-12 · accession 0000950142-24-002183 · 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	2024-08-13	2024-08-12	FLG	Liberty 77 Capital L.P.	Dir	J - Other	—	+9.67M	36.88M	+36%	—
DI	2024-08-13	2024-08-12	FLG	Liberty 77 Capital L.P.	Dir	C - Cnv Deriv	—	-29.0K	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	2024-08-12	J	A	9,666,665	—	36,881,765	I See footnotes	—	—	(F5) Under the terms of the Investment Agreement, dated March 7, 2024 and as amended on March 11, 2024, between the Issuer and the Liberty Purchaser and the related certificate of designations, 29,000 shares of Series B Noncumulative Convertible Preferred Stock, par value $0.01 per share (the "Series B Preferred Stock"), were exchanged into shares of Common Stock on a 1-for-1,000 basis, subject to certain adjustments (including adjustments relating to the Reverse Stock Split). The Series B Preferred Stock has no expiration date. (F2) Total includes 36,881,665 shares of Common Stock held 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 and manager 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 President of STM Partners LLC. (F1) On July 11, 2024, the Issuer effected a one-for-three reverse stock split (the "Reverse Stock Split") as approved by the Issuer's shareholders at its annual meeting on June 5, 2024. As a result, every three shares of Common Stock, par value $0.01 per share (the "Common Stock"), of New York Community Bancorp, Inc. (the "Issuer") issued and outstanding were automatically exchanged into one new share of Common Stock, and restricted stock units were adjusted to reflect the Reverse Stock Split. Accordingly, the stock and restricted stock unit figures disclosed herein reflect the Reverse Stock Split. (F4) 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. (F3) Total includes 100 service-based restricted stock units (after adjustment for the Reverse Stock Split) that were granted to Steven T. Mnuchin on March 27, 2024 in connection with his service as a director of the Issuer and which will vest over the passage of time in shares of Common Stock.
2	Derivative	Series B Preferred Stock	2024-08-12	C	D	29,000	—	0	I See footnotes	— · — to —	9,666,665 Common Stock	(F5) Under the terms of the Investment Agreement, dated March 7, 2024 and as amended on March 11, 2024, between the Issuer and the Liberty Purchaser and the related certificate of designations, 29,000 shares of Series B Noncumulative Convertible Preferred Stock, par value $0.01 per share (the "Series B Preferred Stock"), were exchanged into shares of Common Stock on a 1-for-1,000 basis, subject to certain adjustments (including adjustments relating to the Reverse Stock Split). The Series B Preferred Stock has no expiration date. (F2) Total includes 36,881,665 shares of Common Stock held 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 and manager 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 President of STM Partners LLC. (F4) 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.