| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CIT | Common Stock | Disposed to Issuer | -15.9K | -100% | 0 | Jan 3, 2022 | Direct | F1 | ||
| transaction | CIT | Common Stock | Disposed to Issuer | -10K | -100% | 0 | Jan 3, 2022 | Held by spouse | F1, F2 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CIT | Restricted Stock Units | Disposed to Issuer | -2.46K | -100% | 0 | Jan 3, 2022 | Common Stock | 2.46K | Direct | F3, F4 | |||
| transaction | CIT | Deferred Share Unit | Disposed to Issuer | -16.8K | -100% | 0 | Jan 3, 2022 | Common Stock | 16.8K | Direct | F5, F6 |
Laura S. Unger is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| 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 | Pursuant to Merger Agreement, shares of CIT Common Stock held by Ms. Unger's spouse were converted into 620 shares of BancShares Class A Common Stock as multiplied by the Exchange Ratio less fractional shares paid in cash. |
| F3 | For Ms. Unger, 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. |
| F4 | Each CIT RSU had the economic equivalent of one share of CIT Common Stock. |
| F5 | Ms. Unger previously elected to defer issuance of Common Stock until she 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 1,040 shares of BancShares Class A Common Stock as multiplied by the Exchange Ratio less fractional shares paid in cash. |
| F6 | Each CIT DSU had the economic equivalent of one share of CIT Common Stock. |