SEC Form 4 · accession 0001127602-15-024245
CIT GROUP INC · CIT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph M Otting
Officer — Co-President
Period of report
Aug 3, 2015
Accepted (ET)
Aug 5, 2015 · 3:58 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001171825
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Aug 3, 2015 | A | 106,202 | — | A | 106,202 | D | |
| Common StockF2 | Aug 3, 2015 | A | 159,303 | — | A | 265,506 | D | |
| Common StockF5,F6 | Aug 3, 2015 | A | 193,087 | $44.33 | A | 458,593 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1RSUs are scheduled to vest 100% on the third anniversary of the date of grant and shall settle 100% in shares of CIT Common Stock.
- F2Each restricted stock unit ("RSU") has the economic equivalent of one share of CIT common stock.
- F3RSUs are scheduled to vest in three equal installments on December 31, 2015, 2016 and 2017, and are payable in shares on the first, second and third anniversaries of the date of grant.
- F4Effective as of August 3, 2015, pursuant to the Agreement and Plan of Merger, dated July 21, 2014, by and among CIT Group Inc. ("CIT"), IMB Holdco LLC ("IMB"), Carbon Merger Sub LLC, a wholly wholly-owned subsidiary of CIT ("Merger Sub") and JCF III HoldCo I L.P., in its capacity as the holders' representative (the "Merger Agreement"), as amended by Amendment No. 1, dated July 21, 2015, IMB merged with and into Merger Sub with Merger Sub surviving as a wholly-owned subsidiary of CIT (the "Merger"). Pursuant to the terms of the Merger Agreement, as amended by the Amendment, CIT paid merger consideration consisting of cash and CIT common stock to holders of IMB common interests.
- F5Represents CIT common stock acquired in the Merger.
- F6Based on the fixed CIT stock price of $44.33 specified in the Merger Agreement.