Edward K. Sperling - Jan 3, 2022 Form 4 Insider Report for CIT GROUP INC (CIT)

Role
EVP & Controller
Signature
/s/ James P. Shanahan, attorney-in-fact for Mr. Sperling
Stock symbol
CIT
Transactions as of
Jan 3, 2022
Transactions value $
$0
Form type
4
Date filed
1/5/2022, 07:15 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CIT Common Stock Award +2.72K 2.72K Jan 3, 2022 Direct F1, F2
transaction CIT Common Stock Disposed to Issuer -2.72K -100% 0 Jan 3, 2022 Direct F1, F2
transaction CIT Common Stock Disposed to Issuer -7.57K -45.29% 9.15K Jan 3, 2022 Direct F3
transaction CIT Common Stock Disposed to Issuer -9.15K -100% 0 Jan 3, 2022 Direct F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Edward K. Sperling is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 For Mr. Sperling, pursuant to the Merger Agreement, performance share unit awards in respect of shares of CIT Common Stock (the "CIT PSUs") were converted into 169 restricted stock units in respect of shares of BancShares Class A Common Stock, equal to the number of shares subject to the CIT PSUs 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 PSU 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 For Mr. Sperling, pursuant to the Merger Agreement, the unvested restricted stock units in respect of shares of CIT Common Stock (the "CIT RSUs") were converted into 569 restricted stock units in respect of shares of BancShares Class A Common Stock, equal to the number of shares subject to the CIT RSUs as of immediately prior to the effective time multiplied by the Exchange Ratio, with the result rounded up to the nearest whole share.
F5 Each CIT RSU had the economic equivalent of one share of CIT Common Stock.