0001127602-22-001018.txt : 20220105 0001127602-22-001018.hdr.sgml : 20220105 20220105185138 ACCESSION NUMBER: 0001127602-22-001018 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: Solk Steve CENTRAL INDEX KEY: 0001461935 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31369 FILM NUMBER: 22512973 MAIL ADDRESS: STREET 1: C/O CIT GROUP INC., ATTN GENERAL COUNSEL STREET 2: 1 CIT DRIVE 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 0001461935 Solk Steve C/O CIT GROUP INC. 340 MOUNT KEMBLE AVENUE, SUITE 100 MORRISTOWN NJ 07960 1 President, Consumer Banking Common Stock 2022-01-03 4 A 0 8905.601 A 8905.601 D Common Stock 2022-01-03 4 D 0 8905.601 D 0 D Common Stock 2022-01-03 4 D 0 15594.055 D 29785.638 D Common Stock 2022-01-03 4 D 0 29785.638 D 0 D For Mr. Solk, pursuant to the Merger Agreement, performance share unit awards in respect of shares of CIT Common Stock (the "CIT PSUs") were converted into 553 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. Each CIT PSU had the economic equivalent of one share of CIT Common Stock. 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. For Mr. Solk, pursuant to the Merger Agreement, the unvested restricted stock units in respect of shares of CIT Common Stock (the "CIT RSUs") were converted into 1,849 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. Each CIT RSU had the economic equivalent of one share of CIT Common Stock. /s/ James P. Shanahan, attorney-in-fact for Mr. Solk 2022-01-05