3//SEC Filing
Liberty Capital L.L.C. 3
Accession 0000950142-24-000703
CIK 0000910073other
Filed
Mar 13, 8:00 PM ET
Accepted
Mar 14, 8:02 PM ET
Size
51.2 KB
Accession
0000950142-24-000703
Insider Transaction Report
Form 3
Liberty 77 Capital Partners L.P.
Director
Holdings
- 34,940,000(indirect: See footnotes)
Common Stock
- 143,355(indirect: See footnotes)
Series B Preferred Stock
- (indirect: See footnotes)
Series C Preferred Stock
→ Common Stock (6,751 underlying) - 39,954(indirect: See footnotes)
Series C Preferred Stock
- (indirect: See footnotes)
Series D Warrant
→ Series D Preferred Stock (135,000 underlying)
STM Partners LLC
Director
Holdings
- 34,940,000(indirect: See footnotes)
Common Stock
- 143,355(indirect: See footnotes)
Series B Preferred Stock
- (indirect: See footnotes)
Series D Warrant
→ Series D Preferred Stock (135,000 underlying) - 39,954(indirect: See footnotes)
Series C Preferred Stock
- (indirect: See footnotes)
Series C Preferred Stock
→ Common Stock (6,751 underlying)
MNUCHIN STEVEN T
Director10% Owner
Holdings
- 143,355(indirect: See footnotes)
Series B Preferred Stock
- 34,940,000(indirect: See footnotes)
Common Stock
- (indirect: See footnotes)
Series D Warrant
→ Series D Preferred Stock (135,000 underlying) - 39,954(indirect: See footnotes)
Series C Preferred Stock
- (indirect: See footnotes)
Series C Preferred Stock
→ Common Stock (6,751 underlying)
Liberty 77 Capital L.P.
Director
Holdings
- (indirect: See footnotes)
Series D Warrant
→ Series D Preferred Stock (135,000 underlying) - 39,954(indirect: See footnotes)
Series C Preferred Stock
- 34,940,000(indirect: See footnotes)
Common Stock
- 143,355(indirect: See footnotes)
Series B Preferred Stock
- (indirect: See footnotes)
Series C Preferred Stock
→ Common Stock (6,751 underlying)
Holdings
- (indirect: See footnotes)
Series C Preferred Stock
→ Common Stock (6,751 underlying) - 143,355(indirect: See footnotes)
Series B Preferred Stock
- (indirect: See footnotes)
Series D Warrant
→ Series D Preferred Stock (135,000 underlying) - 34,940,000(indirect: See footnotes)
Common Stock
- 39,954(indirect: See footnotes)
Series C Preferred Stock
Liberty Capital L.L.C.
Director
Holdings
- (indirect: See footnotes)
Series C Preferred Stock
→ Common Stock (6,751 underlying) - 34,940,000(indirect: See footnotes)
Common Stock
- 39,954(indirect: See footnotes)
Series C Preferred Stock
- (indirect: See footnotes)
Series D Warrant
→ Series D Preferred Stock (135,000 underlying) - 143,355(indirect: See footnotes)
Series B Preferred Stock
Footnotes (5)
- [F1]The securities included herein are 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. 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 trustee of the managing member of STM Partners LLC.
- [F2]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.
- [F3]Under the terms of the Investment Agreement, dated March 7, 2024 (as amended on March 11, 2024), between New York Community Bancorp, Inc. and the Liberty Purchaser (and as may be further amended from time to time, the "Investment Agreement") and the related certificate of designations, at the option of the Liberty Purchaser, the shares of Series B Noncumulative Convertible Preferred Stock, par value $0.01 per share (the "Series B Preferred Stock"), are exchangeable for shares of Common Stock, par value $0.01 per share, of the Issuer (the "Common Stock") upon the occurrence of certain conditions, on a 1-for-1,000 basis, subject to certain adjustments. In addition, the shares of Series B Preferred Stock will convert into Common Stock upon the transfer of such shares to a third party, at such third party purchaser's option, upon the occurrence of certain conditions, on a 1-for-1,000 basis, subject to certain adjustments, and have no expiration date.
- [F4]Under the terms of the Investment Agreement and the related certificate of designations, at the option of the Liberty Purchaser, 6,751 shares of Series C Noncumulative Convertible Preferred Stock, par value $0.01 per share (the "Series C Preferred Stock"), are immediately convertible into Common Stock on a 1-for-1,000 basis, subject to certain adjustments. In addition, all the shares of Series C Preferred Stock will automatically convert into Common Stock upon the occurrence of certain conditions, on a 1-for-1,000 basis, subject to certain adjustments, and have no expiration date.
- [F5]From and after September 10, 2024, at the option of the Liberty Purchaser, each warrant is exercisable to purchase one share of non-voting Series D Preferred Stock, par value $0.01 per share, at a price of $2,500 per share, subject to adjustment, and expires on March 11, 2031.
Issuer
NEW YORK COMMUNITY BANCORP, INC.
CIK 0000910073
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001905369
Filing Metadata
- Form type
- 3
- Filed
- Mar 13, 8:00 PM ET
- Accepted
- Mar 14, 8:02 PM ET
- Size
- 51.2 KB