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).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
DiNello Alessandro
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
03/06/2024
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 03/06/2024 A 1,690,000(1) A $0 1,821,064 D
Common Stock 114,305 I By IRA
Common Stock 14,634 I By Stock Award (012324)(2)
Common Stock 1,075,291 I By SLAT(3)
Common Stock 828,716 I By Wife's SLAT(4)
Common Stock 265,827 I By Wife's Trust(5)
Common Stock 116,839 I By CRUTrust(6)
Common Stock 35,268 I By Trust fbo gchild DD(7)
Common Stock 35,268 I By Trust fbo gchild AD(7)
Common Stock 31,012 I By Trust fbo gchild LeoG(7)
Common Stock 22,982 I By Trust fbo gchild MG(7)
Common Stock 10,937 I By Trust fbo LukeG(7)
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
Stock Options (Right to Buy) $3.46 03/06/2024 A 4,000,000 (8) 03/06/2034 Common Stock 4,000,000 $0 4,000,000 D
Explanation of Responses:
1. Reflects restricted stock units ("RSUs") granted under the New York Community Bancorp, Inc. 2020 Omnibus Incentive Plan (the "Plan") and will vest, on the first anniversary of the grant date, on March 6, 2025. The total number of RSUs that will settle under the terms of the award will be the lesser of (a) 1,690,000 shares or (b) a number of shares that have an aggregate value of $5,840,000 on the settlement date.
2. These shares were granted under the Plan and will vest, on the first anniversary of the grant date, on January 23, 2025.
3. Spousal Lifetime Access Trust (SLAT) wherein reporting person's spouse is initial trustee and beneficiary.
4. Spousal Lifetime Access Trust (SLAT) wherein reporting person is initial trustee and beneficiary.
5. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
6. These shares are held in a charitable remainder unitrust of which the reporting person is a trustee and of which the reporting person and his wife are beneficiaries. The reporting person continues to report beneficial ownership of all of the New York Community Bancorp, Inc. common stock held by the trust but disclaims beneficial ownership except to the extent of his and his wife's pecuniary interest therein.
7. These shares are held in a trust for the benefit of the reporting person's grandchild. The reporting person's spouse is a co-trustee of the trust. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
8. These options were granted under the Plan and will vest, on the first anniversary of the grant date, on March 6, 2025.
Remarks:
Executive Chairman, President and CEO
Jan M. Klym, By Power of Attorney 03/08/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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