Sec Form 4 Filing - MENELLY DENISE M. @ CIT GROUP INC - 2022-01-03

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 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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1. Name and Address of Reporting Person MENELLY DENISE M. 2. Issuer Name and Ticker or Trading Symbol CIT GROUP INC [ CIT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, Head of Technology & Ops (Last) (First) (Middle) C/O CIT GROUP INC., 340 MOUNT KEMBLE AVENUE, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 01/03/2022 (Street) MORRISTOWN, NJ07960 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/03/2022 A( 1 ) 8,905.601 A 8,905.601 D Common Stock 01/03/2022 D( 1 ) 8,905.601 D 0 D Common Stock 01/03/2022 D( 3 ) 28,563.519 D 29,948.942 D Common Stock 01/03/2022 D( 4 ) 29,948.942 D 0 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MENELLY DENISE M. C/O CIT GROUP INC. 340 MOUNT KEMBLE AVENUE, SUITE 100 MORRISTOWN, NJ07960 EVP, Head of Technology & Ops Signatures /s/ James P. Shanahan, attorney-in-fact for Ms. Menelly 01/05/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )For Ms. Menelly, pursuant to the Merger Agreement, performance share unit awards in respect of shares of CIT Common Stock (the "CIT PSUs") were converted into 553 restricted stock units in respect of shares of BancShares Class A Common Stock, equal to the number of shares subject to the CIT PSUs determined based on target level performance as of immediately prior to the effective time multiplied by the Exchange Ratio, with the result rounded up to the nearest whole share. ( 2 )Each CIT PSU had the economic equivalent of one share of CIT Common Stock. ( 3 )Pursuant to the Agreement and Plan of Merger, dated October 15, 2020, by and among CIT Group Inc. ("CIT"), First Citizens BancShares, Inc. ("BancShares"), First-Citizens Bank & Trust Company, and FC Merger Subsidiary IX, Inc. (as amended from time to time, the "Merger Agreement"), a transaction exempt under Rule 16b-3, each issued and outstanding share of common stock, par value $0.01 per share, of CIT ("CIT Common Stock") was converted into 0.06200 (the "Exchange Ratio") shares of Class A common stock, par value $1.00 per share, of BancShares (the "BancShares Class A Common Stock"). On December 31, 2021 (the business day prior to the merger), the closing price of one share of CIT Common Stock was $51.34. ( 4 )For Ms. Menelly, pursuant to the Merger Agreement, the unvested restricted stock units in respect of shares of CIT Common Stock (the "CIT RSUs") were converted into 1,859 restricted stock units in respect of shares of BancShares Class A Common Stock, equal to the number of shares subject to the CIT RSUs as of immediately prior to the effective time multiplied by the Exchange Ratio, with the result rounded up to the nearest whole share. ( 5 )Each CIT RSU had the economic equivalent of one share of CIT Common Stock.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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