SEC Form 4: Fawcett John J. was granted 15,832 shares, returned 108,447 shares to the company and returned 14,000 units of Series B Preferred to the company
$CIT
Major Banks
Finance
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CIT GROUP INC [ CIT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/03/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 01/03/2022 | A(1) | 15,832.179 | A | (2) | 15,832.179 | D | |||
| Common Stock | 01/03/2022 | D(1) | 15,832.179 | D | (2) | 0 | D | |||
| Series B Preferred | 01/03/2022 | D(3) | 14,000 | D | (3) | 0 | D | |||
| Common Stock | 01/03/2022 | D(4) | 39,372.565 | D | (4) | 53,242.562 | D | |||
| Common Stock | 01/03/2022 | D(5) | 53,242.562 | D | (6) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. For Mr. Fawcett, pursuant to the Merger Agreement, performance share unit awards in respect of shares of CIT Common Stock (the "CIT PSUs") were converted into 982 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. |
| 2. Each CIT PSU had the economic equivalent of one share of CIT Common Stock. |
| 3. For Mr. Fawcett, 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"). |
| 4. 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. |
| 5. For Mr. Fawcett, pursuant to the Merger Agreement, the unvested restricted stock units in respect of shares of CIT Common Stock (the "CIT RSUs") were converted into 3,302 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. |
| 6. Each CIT RSU had the economic equivalent of one share of CIT Common Stock. |
| /s/ James P. Shannahan, attorney-in-fact for Mr. Fawcett | 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||