SEC Form 4 · accession 0001127602-15-024247
CIT GROUP INC · CIT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Alan L Frank
Director
Period of report
Aug 3, 2015
Accepted (ET)
Aug 5, 2015 · 3:59 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,F3 | Aug 3, 2015 | A | 2,551 | $44.33 | A | 2,551 | D | |
| Common StockF2,F3,F5 | Aug 3, 2015 | A | 9,097 | $44.33 | A | 9,097 | I | Held by Frank Living Trust dated 10/28/1993, as amended |
| Common StockF7 | Aug 3, 2015 | A | 2,124 | — | A | 4,675 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF8,F7 | — | Aug 3, 2015 | A | 1,513 | A | — | — | Common Stock | 1,513 | 1,513 | D |
Explanation of responses
- F1Effective 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.
- F2Represents CIT common stock acquired in the Merger.
- F3Based on the fixed CIT stock price of $44.33 specified in the Merger Agreement.
- F4Shares are held by the Frank Living Trust dated October 28, 1993, as amended.
- F5Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), the Reporting Person may be deemed to be the beneficial owner of the securities reported herein only to the extent of his pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities reported herein in excess of such amount.
- F6Restricted Stock Units are scheduled to vest one-third per year on the first, second and third anniversaries of the grant date and shall be settled 100% in shares of CIT common stock.
- F7Each restricted stock unit ("RSU") has the economic equivalent of one share of CIT common stock.
- F8RSUs are scheduled to vest in three equal installments on the first, second and third anniversaries of the date of grant and are payable 50% in shares of CIT common stock and 50% in cash. The cash payment shall be based on the closing price of CIT common stock on the vesting date.