Ellen R. Alemany - Jan 3, 2022 Form 4 Insider Report for CIT GROUP INC (CIT)

Signature
/s/ James P. Shanahan, attorney-in-fact for Ms. Alemany
Stock symbol
CIT
Transactions as of
Jan 3, 2022
Transactions value $
$0
Form type
4
Date filed
1/5/2022, 04:45 PM
Previous filing
Dec 21, 2021
Next filing
Mar 3, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CIT Common Stock Award +49.5K 49.5K Jan 3, 2022 Direct F1, F2
transaction CIT Common Stock Disposed to Issuer -49.5K -100% 0 Jan 3, 2022 Direct F1, F2
transaction CIT Common Stock Disposed to Issuer -122K -100% 0 Jan 3, 2022 Schwab March 2020 GRAT #1 (CIT) u/a/d 3/31/2020 F3
transaction CIT Common Stock Disposed to Issuer -31.1K -100% 0 Jan 3, 2022 Schwab June 2020 GRAT #1 (CIT) u/a/d 6/18/2020 F3
transaction CIT Common Stock Disposed to Issuer -12.7K -100% 0 Jan 3, 2022 Schwab July 2020 GRAT #1 u/a/d 7/29/2020 F3
transaction CIT Common Stock Disposed to Issuer -50.7K -100% 0 Jan 3, 2022 Schwab September 2020 GRAT #2 (CIT) u/a/d 9/25/2020 F3
transaction CIT Common Stock Disposed to Issuer -49K -100% 0 Jan 3, 2022 Schwab March 2021 GRAT F3
transaction CIT Common Stock Disposed to Issuer -38K -12.16% 274K Jan 3, 2022 Direct F3, F4
transaction CIT Common Stock Disposed to Issuer -274K -100% 0 Jan 3, 2022 Direct F5
transaction CIT Series B Preferred Disposed to Issuer -30K -100% 0 Jan 3, 2022 Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Ellen R. Alemany is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 For Ms. Alemany, pursuant to the Merger Agreement, the unvested performance-based restricted stock units in respect of shares of CIT Common Stock (the "CIT PBRSUs") were converted into 3,068 restricted stock units in respect of shares of BancShares Class A Common Stock, equal to the number of shares subject to the CIT PBRSUs determined based on target level performance as of immediately prior to the effective time multiplied by the Exchange Ratio, with the result rounded up to the nearest whole share.
F2 Each CIT PBRSU had the economic equivalent of one share of CIT Common Stock.
F3 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.
F4 Each CIT RSU had the economic equivalent of one share of CIT Common Stock.
F5 For Ms. Alemany, pursuant to the Merger Agreement, a transaction exempt under Rule 16b-3, the unvested restricted stock units in respect of shares of CIT Common Stock (the "CIT RSUs") (not subject to deferral) automatically vested upon the effective time and were converted into 17,012 shares of BancShares Class A Common Stock multiplied by the Exchange Ratio less fractional shares paid in cash.
F6 For Ms. Alemany, pursuant to the Merger Agreement, each issued and outstanding share of 5.625% Non-Cumulative Perpetual Preferred Stock, Series B, par value $0.01 per share, of CIT ("CIT Series B Preferred Stock") was converted into a newly created series of preferred stock of BancShares ("BancShares Series C Preferred Stock").