Smith Lee Matthew Form 4 NEW YORK COMMUNITY BANCORP / Lee Matthew Smith ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Smith Lee Matthew

(Last) (First) (Middle)

102 DUFFY AVENUE

(Street)

HICKSVILLE NY 11801

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NEW YORK COMMUNITY BANCORP INC [ NYCB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SEVP & President of Mortgage

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/01/2022		A		1,399,610	A	$0.0000(1)	1,399,610(2)	D
Common Stock	12/01/2022		F		17,882	D	$9.19	1,381,728	D
Common Stock	12/01/2022		A		367,248	A	$0.0000	367,248	I	By Stock Award(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. 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 (the "Exchange Ratio") shares of NYCB common stock (the "Merger Consideration") and cash in lieu of fractional shares, if applicable. 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. (Continued in Remarks section below.)

2. Total includes service based restricted stock units that will vest in shares of NYCB common stock over the passage of time.

3. 367,248 shares granted under Stock Award on December 1, 2022 pursuant to the Flagstar Bancorp, Inc. 2016 Stock Award and Incentive Plan, which was assumed by New York Community Bancorp, Inc. pursuant to the terms of the Merger Agreement, will vest in five approximately equal annual installments commencing on December 1, 2023.

Remarks:

Additionally, pursuant to the Merger Agreement, each restricted stock unit of Flagstar ("Flagstar RSU") outstanding prior to the Effective Time was converted into a time-based restricted stock unit of NYCB ("NYCB RSU") with the number of shares underlying such NYCB RSU adjusted based on the Exchange Ratio rounded up to the nearest whole number of shares. Each converted NYCB RSU continues to be subject to the same terms and conditions as applied to the Flagstar RSU immediately prior to the Effective Time. Each performance restricted stock unit of Flagstar ("Flagstar PSU") outstanding prior to the Effective Time was either converted into the right to receive the Merger Consideration or converted into a NYCB RSU pursuant to the terms of the Merger Agreement. Each Flagstar PSU that was converted into an NYCB RSU continues to be subject to the same terms and conditions as applied to the Flagstar PSU immediately prior to the Effective Time, excluding the performance conditions. On December 1, 2022, the Board of Directors of NYCB approved the acceleration of 50,190 NYCB RSUs (formerly Flagstar PSUs) held by the reporting person.

	/s/ Jan M. Klym, Power of Attorney	12/05/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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