Gerald Rosenfeld - Jan 3, 2022 Form 4 Insider Report for CIT GROUP INC (CIT)

Role
Director
Signature
/s/ James P. Shanahan, attorney-in-fact for Mr. Rosenfeld
Stock symbol
CIT
Transactions as of
Jan 3, 2022
Transactions value $
$0
Form type
4
Date filed
1/5/2022, 05:25 PM
Previous filing
Jun 3, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CIT Common Stock Disposed to Issuer -31.3K -100% 0 Jan 3, 2022 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CIT Deferred Share Unit Disposed to Issuer -32.6K -100% 0 Jan 3, 2022 Common Stock 32.6K Direct F2, F3
transaction CIT Restricted Stock Units Disposed to Issuer -2.65K -100% 0 Jan 3, 2022 Common Stock 2.65K Direct F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Gerald Rosenfeld is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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.
F2 Mr. Rosenfeld 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 2,023 shares of BancShares Class A Common Stock as multiplied by the Exchange Ratio less fractional shares paid in cash.
F3 Each CIT DSU had the economic equivalent of one share of CIT Common Stock.
F4 For Mr. Rosenfeld, pursuant to the Merger Agreement, a transaction exempt under Rule 16b-3, (1) 1,326.912 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 83 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 1,362.912 shares of CIT Common Stock in cash were settled in cash following the merger.
F5 Each CIT RSU had the economic equivalent of one share of CIT Common Stock.