Form Type: 4

SEC EDGAR Link
Accession Number:0001567619-20-014916
Date:2020-08-12
Issuer: FLAGSTAR BANCORP INC (FBC)
Original Submission Date:

Reporting Person:

MATLIN DAVID J
C/O MP (THRIFT) GLOBAL ADVISERS III LLC
600 FIFTH AVE., 22ND FLOOR NEW YORK, NY 10022-4213

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2020-08-12 S 6,900,000 d $30.05 13,700,352 indirect f2,f3,f4,f5
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
Footnotes
IDfootnote
f1 represents shares of common stock, par value $0.01 per share (the "common stock"), of flagstar bancorp, inc. sold by mp thrift investments l.p. ("mp thrift") in a public offering pursuant to the underwriting agreement, dated august 10, 2020, with morgan stanley & co. llc, as the underwriter. the offering closed on august 12, 2020. the shares of common stock were sold at a price of $30.05 per share.
f2 mpgop iii thrift av-i l.p. ("mpgop"), a delaware limited partnership and mpgop (cayman) iii thrift av-i l.p., a cayman islands exempted limited partnership ("mpgop cayman", and together with mpgop, the "new fund") together hold 100% of the membership interests in mp thrift. mpgop has a 77.05% interest in mp thrift and mpgop cayman has a 22.95% interest in mp thrift. mp (thrift) global partners iii llc ("mp llc") is a limited liability company organized under the laws of delaware. the principal business of mp llc is to serve as general partner of each of mpgop, mpgop cayman, mp thrift, mp (thrift) global opportunities partners (special) iii lp ("mpgops"), and mp (thrift) global opportunities investments iii lp ("mpgoi"). mp (thrift) asset management llc ("mpam") is a limited liability company organized under the laws of delaware. mpam is the managing member of mp llc. mp (thrift) llc ("mpt") is a limited liability company organized under the laws of delaware.
f3 (continued from footnote 2) mpt is the managing member of mpam. mpgops is a limited partnership organized under the laws of delaware. mpgops is the holder of a 100% limited partnership interest in mpgoi. mpgoi is a limited partnership organized under the laws of delaware. mpgoi is the holder of a 1% limited partnership interest in the new fund. along with mpt, mpam, mp llc, and mpgops, mpgoi comprises the associates fund.
f4 (continued from footnote 3) david j. matlin is the sole managing member of mpt, and his principal occupation is acting as chief executive officer of matlinpatterson global advisers llc ("matlin advisers"). matlin advisers is a limited liability company organized under the laws of delaware. the principal business of matlin advisers is to serve as investment adviser to the various funds. matlin advisers also serves as investment adviser to the new fund. david j. matlin is a citizen of the united states of america. david j. matlin may be deemed to have shared voting and investment control over the shares of flagstar bancorp, inc. held by mp thrift. he also has an indirect pecuniary interest in the new fund.
f5 (continued from footnote 4) david j. matlin's exact pecuniary interest therein is not readily determinable because it is subject to several variables, including without limitation, the internal rates of return of the various funds overall and with respect to their indirect investment in flagstar bancorp, inc. he disclaims beneficial ownership of any of the reported securities except to the extent of his pecuniary interest therein.

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