Edgar Filing: ELECTRIC CITY CORP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

CIT GROUP INC

2. Issuer Name and Ticker or Trading Symbol
ELECTRIC CITY CORP [ELC]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

1 CIT DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2005

(Street)

LIVINGSTON, NJ 07039

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

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 ⁽¹⁾	02/01/2005		S		80,217	D	$ 0.75	0	I ⁽²⁾	Newcourt owned the securities ⁽²⁾

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series E Convertible Preferred Stock ⁽¹⁾

$ 0 ⁽³⁾

02/01/2005

35,002 ⁽⁴⁾

02/02/2005

⁽⁵⁾

Common Stock

3,500,200

$ 75

I ⁽²⁾

Newcourt owned these securities ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CIT GROUP INC 1 CIT DRIVE LIVINGSTON, NJ 07039		X
NEWCOURT CAPITAL USA INC 1 CIT DRIVE LIVINGSTON, NJ 07039		X

Signatures

/s/ James P. Shanahan		02/02/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	On September 17, 2001, Tyco International Ltd. ("Tyco") filed on Form 3 in respect of these securities (and other securities) on behalf of itself, CIT Holdings (NV) Inc., The CIT Group, Inc., Newcourt Capital USA Inc. ("Newcourt") and Newcourt Capital Securities, Inc., now known as CIT Capital Securities LLC. On July 8, 2002, Tyco Capital Ltd., a wholly-owned subsidiary of Tyco, completed an initial public offering ("IPO") of 100% of its shares of the common stock of CIT Group Inc. (Del), a Delaware corporation ("CIT"). In connection with the IPO, on July 2, 2002, CIT Group Inc., a Nevada corporation (f/k/a The CIT Group, Inc.) merged into its parent Tyco Capital Holding, Inc., a Nevada corporation (f/k/a/ CIT Holdings (NV) Inc.) and the combined entity merged into CIT (the "Reorganization"). Following the Reorganization, CIT changed its name from The CIT Group, Inc. (Del.) to CIT Group Inc. ("CIT Group").
(2)	Newcourt owned these securities. Newcourt is a wholly-owned subsidiary of CIT Group. Accordingly, CIT Group's ownership interest in these securities was indirect and Newcourt's ownership interest in these securities was direct.
(3)	Each share of Series E Convertible Preferred Stock is convertible into 100 shares of Common Stock.
(4)	As reported on Form 4 filed on March 25, 2004 in respect of the Series E Convertible Preferred Stock, it was reported that Newcourt initially held 32,282 shares of Series E Convertible Preferred Stock. Since that time, Newcourt has received aggregate quarterly dividends payable in kind in the form of 2,720 shares of Series E Convertible Preferred Stock.
(5)	None

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