Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
DiNello Alessandro
   2. Issuer Name and Ticker or Trading Symbol
FLAGSTAR BANCORP INC [(NYSE:FBC)] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO and President
(Last)
(First)
(Middle)
C/O FLAGSTAR BANCORP, INC., 5151 CORPORATE DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
03/20/2018
(Street)

TROY, MI 48098		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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
Flagstar Bancorp, Inc. Common Stock 01/30/2018   G V 3,000 D $ 0 116,509 D  
Flagstar Bancorp, Inc. Common Stock 01/30/2018   G V 1,000 A $ 0 3,060 I By Trust fbo gchild AD
Flagstar Bancorp, Inc. Common Stock 01/30/2018   G V 1,000 A $ 0 3,060 I By Trust fbo gchild DD
Flagstar Bancorp, Inc. Common Stock 01/30/2018   G V 1,000 A $ 0 2,000 I By Trust fbo gchild LG
Flagstar Bancorp, Inc. Common Stock               14,521 (1) I By 401(k) Plan
Flagstar Bancorp, Inc. Common Stock               1,274 I By IRA
Flagstar Bancorp, Inc. Common Stock               206 I By Wife's Trust

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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 Underlying Securities
(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 of Derivative Security: 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
Restricted Stock Units (XLPII32018) (2) 03/20/2018   A   113,637     (3) 03/20/2028 Flagstar Bancorp, Inc. Common Stock 113,637 $ 0 113,637 D  
Restricted Stock Units (XLPII32018) (2) 03/20/2018   A   113,636     (4) 03/20/2028 Flagstar Bancorp, Inc. Common Stock 113,636 $ 0 227,273 D  
Restricted Stock Unit (LTP32018) (2) 03/20/2018   A   40,909     (5)   (5) Flagstar Bancorp, Inc. Common Stock 40,909 $ 0 40,909 D  
Restricted Stock Units (TB32018) (2) 03/20/2018   A   136,364     (6)   (6) Flagstar Bancorp, Inc. Common Stock 136,364 $ 0 136,364 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DiNello Alessandro
C/O FLAGSTAR BANCORP, INC.
5151 CORPORATE DRIVE
TROY, MI 48098		   X     CEO and President  

Signatures

 Jan M Klym, By Power of Attorney of Mr. DiNello   03/22/2018
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Because the stock fund component of the 401(k) Plan is accounted for in unit accounting, the number of share equivalents varies based on the closing price of Flagstar Bancorp, Inc. stock on the applicable measurement date.
(2) Each restricted stock unit represents a contingent right to receive one share of Flagstar Bancorp, Inc. Common Stock.
(3) 50 percent of these Restricted Stock Units will vest if, for ninety consecutive days, the volume-weighted average price per share of Flagstar Bancorp common stock is $40.00 or more (the "Performance Hurdle"). The Performance Hurdle must be achieved within ten years of the grant date. The vested RSUs will pay out on the fourth anniversary of the grant date. The remaining 50 percent is subject to annual quality review results. If quality review results are attained the shares will vest on the fourth anniversary of the grant date. Vesting, payout and other adjustable triggering events are more fully described in the Form 8-K to be filed by Issuer on March 23, 2018.
(4) 50 percent of these Restricted Stock Units will vest if, for ninety consecutive days, the volume-weighted average price per share of Flagstar Bancorp common stock is $44.00 or more (the "Performance Hurdle"). The Performance Hurdle must be achieved within ten years of the grant date. The vested RSUs will pay out on the fourth anniversary of the grant date. The remaining 50 percent is subject to annual quality review results. If quality review results are attained the shares will vest on the fourth anniversary of the grant date. Vesting, payout and other adjustable triggering events are more fully described in the Form 8-K to be filed by Issuer on March 23, 2018.
(5) The restricted stock units were granted on March 20, 2018, and will vest 25 percent on both the first and second anniversary of the grant date, and the remaining 50 percent on the third anniversary of the grant date.
(6) These Restricted Stock Units were granted on March 20, 2018, and will vest 25 percent each on the last business day of 2018, 2019, 2020 and 2021 calendar years.

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