UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 5 )*

Flagstar Bancorp, Inc.

 

(Name of Issuer)

Common Stock

(Title of Class of Securities)

     Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

oRule 13d-1(b)

oRule 13d-1(c)

þRule 13d-1(d)

     *The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

     The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 7 Pages

 

 

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CUSIP NO. 337930 10 1		13G		Page 4 of 7 Pages

Item 1(a).		Name of Issuer:

		Flagstar Bancorp, Inc. (the “Company”)

Item 1(b).		Address of Issuer’s Principal Executive Officer:

		5151 Corporate Drive Troy, Michigan 48098

Item 2(a).		Name of Person(s) Filing:

		This statement is filed by:

	(i)		Mark T. Hammond, with respect to the shares of the Company’s common stock directly owned by him and directly owned by Mark T. Hammond Trust (the “Trust”). Mark T. Hammond is the sole trustee of the Trust; and
	(ii)		The Trust, with respect to the shares of the Company’s common stock directly owned by it.

Item 2(b).		Address of Principal Business Office or, if None, Residence:

		Same as Item 1(b).

Item 2(c).		Citizenship:

		Mark T. Hammond is a citizen of the United States of America.

		The Trust was formed under the laws of the State of Michigan.

Item 2(d).		Title of Class of Securities:

		Common Stock, par value $.01 per share

Item 2(e).		CUSIP Number:

		337930 10 1

Item 3.		If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

		Not applicable.

CUSIP NO. 337930 10 1		13G		Page 5 of 7 Pages

Item 4.		Ownership.

(a)-(c)		Information concerning the amount and percentage of shares of the Company’s common stock beneficially owned by each reporting person is set forth below and is based upon the number of shares of the Company’s common stock outstanding as of December 31, 2007.

																						Percentage of
																						Outstanding
						Sole								Shared				Aggregate				Shares of
		Sole				Dispositive				Shared				Dispositive				Beneficial				Common
Reporting Person		Voting Power				Power				Voting Power				Power				Ownership				Stock
Mark T. Hammond			1,115,295	(1)			1,115,295	(1)			5,533,847	(2) (3)			5,533,847	(2) (3)			6,649,142	(1) (2) (3)			10.9	%
Mark T. Hammond Trust			0				0				5,533,847				5,533,847				5,533,847				9.2	%

Item 5.		Ownership of Five Percent or Less of a Class.

		Not applicable.

Item 6.		Ownership of More than Five Percent on Behalf of Another Person.

		Not applicable.

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

		Not applicable.

Item 8.		Identification and Classification of Members of the Group.

		Not applicable.

Item 9		Notice of Dissolution of Group.

		Not applicable.

Item 10		Certification.

		Not applicable.

CUSIP NO. 337930 10 1		13G		Page 6 of 7 Pages

SIGNATURE:

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2008

CUSIP NO. 337930 10 1		13G		Page 7 of 7 Pages

EXHIBIT 1

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)

     The undersigned acknowledges and agrees that the foregoing statement on Schedule 13G/A is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G/A shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledges that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

Dated as of February 14, 2008