Statement of Changes in Beneficial Ownership (4)
January 05 2022 - 6:20PM
Edgar (US Regulatory)
FORM 4
[X]
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
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3235-0287
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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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1. Name and Address of Reporting Person
*
FREEMAN WILLIAM M |
2. Issuer Name and Ticker or Trading Symbol
CIT GROUP INC
[
CIT
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O CIT GROUP INC., 340 MOUNT KEMBLE AVENUE, SUITE 100 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/3/2022 |
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(Street)
MAPLEWOOD, NJ 07960
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 1/3/2022 | | D(1) | | 17927.1738 | D | (1) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 | (2) | 1/3/2022 | | D (3) | | | 2457.244 | (2) | (2) | Common Stock | 2457.244 | (2) | 0 | D | |
| Deferred Share Unit | (4) | 1/3/2022 | | D (4) | | | 2653.632 | (4) | (4) | Common Stock | 2653.632 | (5) | 0 | D | |
| Explanation of Responses: |
| (1) | Pursuant to the Agreement and Plan of Merger, dated October 15, 2020, by and among CIT Group Inc. ("CIT"), First Citizens BancShares, Inc. ("BancShares"), First-Citizens Bank & Trust Company, and FC Merger Subsidiary IX, Inc. (as amended from time to time, the "Merger Agreement"), a transaction exempt under Rule 16b-3, each issued and outstanding share of common stock, par value $0.01 per share, of CIT ("CIT Common Stock") was converted into 0.06200 (the "Exchange Ratio") shares of Class A common stock, par value $1.00 per share, of BancShares (the "BancShares Class A Common Stock"). On December 31, 2021 (the business day prior to the merger), the closing price of one share of CIT Common Stock was $51.34. |
| (2) | Each CIT RSU had the economic equivalent of one share of CIT Common Stock. |
| (3) | For Mr. Freeman, pursuant to the Merger Agreement, a transaction exempt under Rule 16b-3, (1) 1,228.622 unvested restricted stock units in respect of shares of CIT Common Stock ("CIT RSUs") (not subject to deferral) automatically vested upon the effective time and were converted into 77 shares of BancShares Class A Common Stock as multiplied by the Exchange Ratio less fractional shares paid in cash, and (2) CIT RSUs representing the right to receive the value of 1,228.622 shares of CIT Common Stock in cash were settled in cash following the merger. |
| (4) | Mr. Freeman previously elected to defer issuance of Common Stock until he was no longer a member of the Board. Pursuant to Merger Agreement, the deferred share units in respect of CIT Common Stock (the "CIT DSUs") automatically vested upon the effective time and were converted into 163 shares of BancShares Class A Common Stock as multiplied by the Exchange Ratio less fractional shares paid in cash. |
| (5) | Each CIT DSU had the economic equivalent of one share of CIT Common Stock. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
FREEMAN WILLIAM M
C/O CIT GROUP INC.
340 MOUNT KEMBLE AVENUE, SUITE 100
MAPLEWOOD, NJ 07960 | X |
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Signatures
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| /s/ James R. Hubbard, attorney-in-fact for Mr. Freeman | | 1/5/2022 |
| **Signature of Reporting Person | Date |
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