SEC Form 4 · accession 0001127602-18-017808
CIT GROUP INC · CIT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Alan L Frank
Director
Period of report
May 15, 2018
Accepted (ET)
May 17, 2018 · 9:51 am 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 StockF3 | May 15, 2018 | M | 950 | — | A | 9,079 | D | |
| Common StockF3 | May 15, 2018 | M | 857 | — | A | 9,935 | D | |
| Common StockF4 | holding | — | — | — | 9,097 | I | Held by Frank Living Trust dated 10/28/1993, as amended |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F5,F6 | — | May 15, 2018 | M | 950 | D | — | — | Common Stock | 950 | 950 | D |
| Restricted Stock UnitsF3,F7 | — | May 15, 2018 | M | 857 | D | — | — | Common Stock | 857 | 1,713 | D |
Explanation of responses
- F1Filer elected to receive 100% stock upon settlement.
- F2The restricted stock units settled 50% in stock and 50% in cash, which was deemed to occur through an acquisition of 100% of the underlying shares of CIT common stock and a simultaneous disposition to the issuer of 50% of the underlying shares of CIT common stock.
- F3Each restricted stock unit ("RSU") had the economic equivalent of one share of CIT common stock.
- F4Pursuant 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.
- F5Each restricted stock unit ("RSU") has the economic equivalent of one share of CIT common stock.
- F6RSUs are scheduled to vest in three equal installments on May 15, 2017, 2018, and 2019 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.
- F7RSUs are scheduled to vest in three equal installments on May 15, 2018, 2019, and 2020 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.