SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Alemany Ellen R

(Last)

(First)

(Middle)

C/O CIT GROUP INC.

340 MOUNT KEMBLE AVENUE, SUITE 100

(Street)

MORRISTOWN

07960

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CIT GROUP INC [ CIT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chair & CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/03/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/03/2022		A⁽¹⁾		49,475.559	A	⁽²⁾	49,475.559	D
Common Stock	01/03/2022		D⁽¹⁾		49,475.559	D	⁽²⁾	0	D
Common Stock	01/03/2022		D⁽³⁾		122,000	D	⁽³⁾	0	I	Schwab March 2020 GRAT #1 (CIT) u/a/d 3/31/2020
Common Stock	01/03/2022		D⁽³⁾		31,050	D	⁽³⁾	0	I	Schwab June 2020 GRAT #1 (CIT) u/a/d 6/18/2020
Common Stock	01/03/2022		D⁽³⁾		12,655	D	⁽³⁾	0	I	Schwab July 2020 GRAT #1 u/a/d 7/29/2020
Common Stock	01/03/2022		D⁽³⁾		50,700	D	⁽³⁾	0	I	Schwab September 2020 GRAT #2 (CIT) u/a/d 9/25/2020
Common Stock	01/03/2022		D⁽³⁾		49,000	D	⁽³⁾	0	I	Schwab March 2021 GRAT
Common Stock	01/03/2022		D⁽³⁾		37,965.72	D	⁽⁴⁾	274,351.917	D
Common Stock	01/03/2022		D⁽⁵⁾		274,351.917	D	⁽⁵⁾	0	D
Series B Preferred	01/03/2022		D⁽⁶⁾		30,000	D	⁽⁶⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. 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.

2. Each CIT PBRSU had the economic equivalent of one share of CIT Common Stock.

3. 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.

4. Each CIT RSU had the economic equivalent of one share of CIT Common Stock.

5. 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.

6. 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").

	/s/ James P. Shanahan, attorney-in-fact for Ms. Alemany	01/05/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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