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