New York Community Bancorp (FLG) Form 4 NEW YORK COMMUNITY BANCORP / STEVEN T MNUCHIN 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^*

Liberty 77 Capital L.P.

(Last) (First) (Middle)

2099 PENNSYLVANIA AVENUE NW

(Street)

WASHINGTON DC 20006

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2024

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

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

	Form filed by One Reporting Person
X	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	08/12/2024		J		9,666,665	A	(5)	36,881,765(1)(2)(3)(4)	I	See footnotes(2)(3)(4)

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
Series B Preferred Stock	(5)	08/12/2024		C			29,000	(5)	(5)	Common Stock	9,666,665	(5)	0	I	See footnotes(2)(4)

1. Name and Address of Reporting Person^*

Liberty 77 Capital L.P.

(Last) (First) (Middle)

2099 PENNSYLVANIA AVENUE NW

(Street)

WASHINGTON DC 20006

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Liberty Strategic Capital (CEN) Holdings, LLC

(Last) (First) (Middle)

C/O LIBERTY 77 CAPITAL L.P.

2099 PENNSYLVANIA AVENUE NW

(Street)

WASHINGTON DC 20006

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Liberty 77 Capital Partners L.P.

(Last) (First) (Middle)

C/O LIBERTY 77 CAPITAL L.P.

2099 PENNSYLVANIA AVENUE NW

(Street)

WASHINGTON DC 20006

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Liberty Capital L.L.C.

(Last) (First) (Middle)

C/O LIBERTY 77 CAPITAL L.P.

2099 PENNSYLVANIA AVENUE NW

(Street)

WASHINGTON DC 20006

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

STM Partners LLC

(Last) (First) (Middle)

C/O LIBERTY 77 CAPITAL L.P.

2099 PENNSYLVANIA AVENUE NW

(Street)

WASHINGTON DC 20006

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MNUCHIN STEVEN T

(Last) (First) (Middle)

C/O LIBERTY 77 CAPITAL L.P.

2099 PENNSYLVANIA AVE NW

(Street)

WASHINGTON DC 20006

(City) (State) (Zip)

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

	/s/ See Signatures Included in Exhibit 99.1	08/13/2024
	** Signature of Reporting Person	Date
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