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^*

INGATO ROBERT J

(Last)

(First)

(Middle)

C/O CIT GROUP INC.

1 CIT DRIVE, #3209

(Street)

LIVINGSTON

07039

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec VP and General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2009

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	12/10/2009		J⁽¹⁾		63,525.2714	D	$0	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)
Option (Right to Buy)	$21.15	12/10/2009		J⁽¹⁾			19,906	⁽²⁾	01/17/2015	Common Stock	19,906	$0	0	D
Restricted Cash Unit	⁽³⁾	12/10/2009		J⁽¹⁾			13,003	⁽⁴⁾	01/17/2010	Common Stock	13,003	$0	0	D
Option (Right to Buy)	$2.29	12/10/2009		J⁽¹⁾			75,030	⁽²⁾	01/22/2016	Common Stock	75,030	$0	0	D
Option (Right to Buy)	$56.54	12/10/2009		J⁽¹⁾			8,556	⁽⁵⁾	01/17/2014	Common Stock	8,556	$0	0	D
Option (Right to Buy)	$37.6	12/10/2009		J⁽¹⁾			15,000	⁽⁶⁾⁽⁷⁾	07/21/2014	Common Stock	15,000	$0	0	D
Option (Right to Buy)	$41.89	12/10/2009		J⁽¹⁾			12,000	⁽⁸⁾	01/18/2015	Common Stock	12,000	$0	0	D
Option (Right to Buy)⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾	$51.92	12/10/2009		J⁽¹⁾			3,303	07/02/2002	11/18/2009	Common Stock	3,303	$0	0	D
Option (Right to Buy)	$39.22	12/10/2009		J⁽¹⁾			12,500	01/21/2005⁽¹³⁾	01/21/2014	Common Stock	12,500	$0	0	D
Option (Right to Buy)⁽¹⁴⁾⁽¹⁵⁾⁽¹⁶⁾	$39.87	12/10/2009		J⁽¹⁾			7,473	02/05/2005⁽¹⁵⁾	02/05/2012	Common Stock	7,473	$0	0	D
Option (Right to Buy)	$23	12/10/2009		J⁽¹⁾			101,900	07/02/2006⁽¹⁷⁾	07/02/2012	Common Stock	101,900	$0	0	D
Option (Right to Buy)	$43.01	12/10/2009		J⁽¹⁾			15,000	07/19/2006⁽¹⁸⁾	07/19/2015	Common Stock	15,000	$0	0	D
Option (Right to Buy)	$51.43	12/10/2009		J⁽¹⁾			8,095	01/18/2007⁽¹⁹⁾	01/18/2013	Common Stock	8,095	$0	0	D
Option (Right to Buy)	$47.28	12/10/2009		J⁽¹⁾			9,174	07/19/2007⁽²⁰⁾	07/19/2013	Common Stock	9,174	$0	0	D
Option (Right to Buy)	$8.47	12/10/2009		J⁽¹⁾			69,670	⁽²⁾	07/17/2015	Common Stock	69,670	$0	0	D
Option (Right to Buy)	$49.17⁽²¹⁾	12/10/2009		J⁽¹⁾			9,625	⁽²²⁾	07/18/2014	Common Stock	9,625	$0	0	D

Explanation of Responses:

1. Pursuant to the Modified Second Amended Prepackaged Plaln of Reorganization of CIT Group Inc. and CIT Group Funding Company of Delaware LLC, which was approved by the United States Bankruptcy Court for the Southern District of New York, the common stock, par value $0.01 per share, of CIT Group Inc. was cancelled without value upon CIT's emergence from bankruptcy on December 10, 2009

2. Options vest and become exercisable in three equal installments on each of the 1st, 2nd, and 3rd anniversaries of the grant date.

3. Each RCU is the economic equivalent of one share of CIT common stock.

4. Restricted Cash Units vest in 50% increments on each of the first and second anniversaries of the date of grant and are payable in cash based on the closing price of CIT common stock on the vest date.

5. Options vest in three equal installments on the grant date anniversary for three years commencing January 17, 2008.

6. Options vest on the anniversary of the grant date in increments of 1/3 each year for a period of 3 years, commencing on July 21, 2005.

7. The filer's Form 4 dated 7/21/2004 is being amended to correct (i) the date on which vesting of the options shall commence and (i i) the price of the derivative security.

8. Options vest on the anniversary of the grant date in increments of 1/3 each year for a period of 3 years.

9. Conversion formula from Tyco to CIT is disclosed in CIT Group Inc. Prospectus dated 7/1/02 in "Management - Treatment of Tyco Options and Tyco Restricted Shares Held by CIT Employees."

10. Options originally granted by The CIT Group, Inc. were converted on 6/1/2001 into options of Tyco International Ltd. at the Rate of .6907 Tyco option for 1 CIT option upon Tyco's acquisition of CIT.

11. Represents options originally granted on 11/18/1999 by The CIT Group, Inc. which are fully vested.

12. Tyco options were cancelled by Tyco and replaced by CIT on 7/2/02 with CIT options vesting under the same schedule as the Tyco options due to CIT's IPO.

13. Options vest on the anniversary of the grant date in increments of 1/3 each year for a period of 3 years, commencing on January 2 1, 2005.

14. Conversion formula from Tyco to CIT is disclosed in CIT Group Inc. Prospectus dated 7/1/02 in "Management - Treatment of Tyco Options and Tyco Restricted Shares Held by CIT Employees."

15. Represents options initially granted on 2/5/02 ty Tyco International Ltd. which vest at the rate of 33 1/3% each year for a period of 3 years.

16. Tyco options were cancelled by Tyco and replaced by CIT on 7/2/02 with CIT options vesting under the same schedule as the Tyco options due to CIT's IPO.

17. Options vest in 25% increments on the anniversary of the grant date for a period of 4 years and shall be 100% vested on July 2, 2006.

18. Options vest on the anniversary of the grant date in increments of 1/3 each year for a period of 3 years, commencing on July 19, 2006.

19. Options vest in increments of 1/3 on the anniversary of the grant date for a period of 3 years, commencing January 18, 2007.

20. Options vest in increments of 1/3 on anniversary of grant date for a period of 3 years, commencing July 19, 2007.

21. Based on closing price of CIT common stock on 7/18/2007, the grant date and day of earnings release.

22. Options vest and become exercisable in three equal installments on the first, second and third anniversaries of the grant date. Vested options first become exercisable on 07/18/08.

	/s/ James P. Shanahan, attorney-in-fact for Mr. Ingato	12/14/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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