Sec Form 4 Filing - HARNEY MARISA @ FIRST CITIZENS BANCSHARES INC /DE/ - 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 HARNEY MARISA 2. Issuer Name and Ticker or Trading Symbol FIRST CITIZENS BANCSHARES INC /DE/ [ FCNCA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Credit Officer (Last) (First) (Middle) 4300 SIX FORKS ROAD 3. Date of Earliest Transaction (MM/DD/YY) 01/03/2022 (Street) RALEIGH, NC27609 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 Class A Common 01/03/2022 A 1,816 A 1,816 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 HARNEY MARISA 4300 SIX FORKS ROAD RALEIGH, NC27609 Chief Credit Officer Signatures Marisa J. Harney, By: William R. Lathan, Jr., Attorney-in-fact 01/04/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Received in connection with the merger of CIT Group Inc. ("CIT") into the Issuer, effective January 3, 2022 (the "Merger"), based on the Merger exchange ratio, in exchange for (i) 7,670.7830 shares of CIT common stock which were converted into shares of the Issuer's Class A common stock, and (ii) outstanding Restricted Stock Units ("RSUs") previously representing the right to receive, upon vesting, an aggregate of 21,585.8570 shares of CIT common stock which were converted into RSUs representing the right to receive an adjusted number of shares of the Issuer's Class A common stock and having vesting terms consistent with the terms of the RSUs for which they were exchanged. On the effective date of the Merger, the closing price of CIT common stock was $53.50, and the closing price of the Issuer's Class A common stock was $859.76.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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