0001127602-22-001002.txt : 20220105 0001127602-22-001002.hdr.sgml : 20220105 20220105182531 ACCESSION NUMBER: 0001127602-22-001002 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220103 FILED AS OF DATE: 20220105 DATE AS OF CHANGE: 20220105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ROSENFELD GERALD CENTRAL INDEX KEY: 0001218779 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31369 FILM NUMBER: 22512872 MAIL ADDRESS: STREET 1: C/O CIT GROUP INC. STREET 2: 1 CIT DRIVE, #3251-9 CITY: LIVINGSTON STATE: NJ ZIP: 07039 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CIT GROUP INC CENTRAL INDEX KEY: 0001171825 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 651051192 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1 CIT DRIVE CITY: LIVINGSTON STATE: NJ ZIP: 07039 BUSINESS PHONE: 9737405000 MAIL ADDRESS: STREET 1: 1 CIT DRIVE CITY: LIVINGSTON STATE: NJ ZIP: 07039 FORMER COMPANY: FORMER CONFORMED NAME: CIT GROUP INC DEL DATE OF NAME CHANGE: 20020422 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2022-01-03 1 0001171825 CIT GROUP INC CIT 0001218779 ROSENFELD GERALD C/O CIT GROUP INC. 1 CIT DRIVE, #3251-9 LIVINGSTON NJ 07039 1 Common Stock 2022-01-03 4 D 0 31304.474 D 0 D Deferred Share Unit 2022-01-03 4 D 0 32641.4457 D Common Stock 32641.4457 0 D Restricted Stock Units 2022-01-03 4 D 0 2653.824 D Common Stock 2653.824 0 D 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. 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. Each CIT DSU had the economic equivalent of one share of CIT Common Stock. 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. Each CIT RSU had the economic equivalent of one share of CIT Common Stock. /s/ James P. Shanahan, attorney-in-fact for Mr. Rosenfeld 2022-01-05