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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Option (Right to Buy) | $ 21.15 | 12/10/2009 | J(1) | 19,906 | (2) | 01/17/2015 | Common Stock | 19,906 | $ 0 | 0 | D | ||||
| Restricted Cash Unit | (3) | 12/10/2009 | J(1) | 13,003 | (4) | 01/17/2010 | Common Stock | 13,003 | $ 0 | 0 | D | ||||
| Option (Right to Buy) | $ 2.29 | 12/10/2009 | J(1) | 75,030 | (2) | 01/22/2016 | Common Stock | 75,030 | $ 0 | 0 | D | ||||
| Option (Right to Buy) | $ 56.54 | 12/10/2009 | J(1) | 8,556 | (5) | 01/17/2014 | Common Stock | 8,556 | $ 0 | 0 | D | ||||
| Option (Right to Buy) | $ 37.6 | 12/10/2009 | J(1) | 15,000 | (6)(7) | 07/21/2014 | Common Stock | 15,000 | $ 0 | 0 | D | ||||
| Option (Right to Buy) | $ 41.89 | 12/10/2009 | J(1) | 12,000 | (8) | 01/18/2015 | Common Stock | 12,000 | $ 0 | 0 | D | ||||
| Option (Right to Buy) (9) (10) (11) (12) | $ 51.92 | 12/10/2009 | J(1) | 3,303 | 07/02/2002 | 11/18/2009 | Common Stock | 3,303 | $ 0 | 0 | D | ||||
| Option (Right to Buy) | $ 39.22 | 12/10/2009 | J(1) | 12,500 | 01/21/2005(13) | 01/21/2014 | Common Stock | 12,500 | $ 0 | 0 | D | ||||
| Option (Right to Buy) (14) (15) (16) | $ 39.87 | 12/10/2009 | J(1) | 7,473 | 02/05/2005(15) | 02/05/2012 | Common Stock | 7,473 | $ 0 | 0 | D | ||||
| Option (Right to Buy) | $ 23 | 12/10/2009 | J(1) | 101,900 | 07/02/2006(17) | 07/02/2012 | Common Stock | 101,900 | $ 0 | 0 | D | ||||
| Option (Right to Buy) | $ 43.01 | 12/10/2009 | J(1) | 15,000 | 07/19/2006(18) | 07/19/2015 | Common Stock | 15,000 | $ 0 | 0 | D | ||||
| Option (Right to Buy) | $ 51.43 | 12/10/2009 | J(1) | 8,095 | 01/18/2007(19) | 01/18/2013 | Common Stock | 8,095 | $ 0 | 0 | D | ||||
| Option (Right to Buy) | $ 47.28 | 12/10/2009 | J(1) | 9,174 | 07/19/2007(20) | 07/19/2013 | Common Stock | 9,174 | $ 0 | 0 | D | ||||
| Option (Right to Buy) | $ 8.47 | 12/10/2009 | J(1) | 69,670 | (2) | 07/17/2015 | Common Stock | 69,670 | $ 0 | 0 | D | ||||
| Option (Right to Buy) | $ 49.17 (21) | 12/10/2009 | J(1) | 9,625 | (22) | 07/18/2014 | Common Stock | 9,625 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| INGATO ROBERT J C/O CIT GROUP INC. 1 CIT DRIVE, #3209 LIVINGSTON, NJ 07039 |
Exec VP and General Counsel | |||
| /s/ James P. Shanahan, attorney-in-fact for Mr. Ingato | 12/14/2009 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Pursuant to the Modified Second Amended Prepackaged Plaln of Reorganization of CIT Group Inc. and CIT Group Funding Company of Delaware LLC, which was approved by the United States Bankruptcy Court for the Southern District of New York, the common stock, par value $0.01 per share, of CIT Group Inc. was cancelled without value upon CIT's emergence from bankruptcy on December 10, 2009 |
| (2) | Options vest and become exercisable in three equal installments on each of the 1st, 2nd, and 3rd anniversaries of the grant date. |
| (3) | Each RCU is the economic equivalent of one share of CIT common stock. |
| (4) | Restricted Cash Units vest in 50% increments on each of the first and second anniversaries of the date of grant and are payable in cash based on the closing price of CIT common stock on the vest date. |
| (5) | Options vest in three equal installments on the grant date anniversary for three years commencing January 17, 2008. |
| (6) | Options vest on the anniversary of the grant date in increments of 1/3 each year for a period of 3 years, commencing on July 21, 2005. |
| (7) | The filer's Form 4 dated 7/21/2004 is being amended to correct (i) the date on which vesting of the options shall commence and (i i) the price of the derivative security. |
| (8) | Options vest on the anniversary of the grant date in increments of 1/3 each year for a period of 3 years. |
| (9) | Conversion formula from Tyco to CIT is disclosed in CIT Group Inc. Prospectus dated 7/1/02 in "Management - Treatment of Tyco Options and Tyco Restricted Shares Held by CIT Employees." |
| (10) | Options originally granted by The CIT Group, Inc. were converted on 6/1/2001 into options of Tyco International Ltd. at the Rate of .6907 Tyco option for 1 CIT option upon Tyco's acquisition of CIT. |
| (11) | Represents options originally granted on 11/18/1999 by The CIT Group, Inc. which are fully vested. |
| (12) | Tyco options were cancelled by Tyco and replaced by CIT on 7/2/02 with CIT options vesting under the same schedule as the Tyco options due to CIT's IPO. |
| (13) | Options vest on the anniversary of the grant date in increments of 1/3 each year for a period of 3 years, commencing on January 2 1, 2005. |
| (14) | Conversion formula from Tyco to CIT is disclosed in CIT Group Inc. Prospectus dated 7/1/02 in "Management - Treatment of Tyco Options and Tyco Restricted Shares Held by CIT Employees." |
| (15) | Represents options initially granted on 2/5/02 ty Tyco International Ltd. which vest at the rate of 33 1/3% each year for a period of 3 years. |
| (16) | Tyco options were cancelled by Tyco and replaced by CIT on 7/2/02 with CIT options vesting under the same schedule as the Tyco options due to CIT's IPO. |
| (17) | Options vest in 25% increments on the anniversary of the grant date for a period of 4 years and shall be 100% vested on July 2, 2006. |
| (18) | Options vest on the anniversary of the grant date in increments of 1/3 each year for a period of 3 years, commencing on July 19, 2006. |
| (19) | Options vest in increments of 1/3 on the anniversary of the grant date for a period of 3 years, commencing January 18, 2007. |
| (20) | Options vest in increments of 1/3 on anniversary of grant date for a period of 3 years, commencing July 19, 2007. |
| (21) | Based on closing price of CIT common stock on 7/18/2007, the grant date and day of earnings release. |
| (22) | Options vest and become exercisable in three equal installments on the first, second and third anniversaries of the grant date. Vested options first become exercisable on 07/18/08. |