Edgar Filing: GIPSON KELLEY J.

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 ^*

GIPSON KELLEY J.

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)
Executive Vice President

(Last)

(First)

(Middle)

C/O CIT GROUP, 505 FIFTH AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2009

(Street)

NEW YORK, NY 10017

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

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 (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	12/10/2009		J⁽¹⁾		32,842	D	$ 0	0	D

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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

Option (Right to Buy)

$ 56.54

12/10/2009

J⁽¹⁾

6,112

⁽²⁾

01/17/2014

Common Stock

6,112

$ 0

Option (Right to Buy)

$ 21.15

12/10/2009

J⁽¹⁾

13,343

⁽³⁾

01/17/2015

Common Stock

13,343

$ 0

Restricted Cash Unit

⁽⁴⁾

12/10/2009

J⁽¹⁾

9,457

⁽⁵⁾

01/17/2010

Common Stock

9,457

$ 0

Option (Right to Buy)

$ 41.89

12/10/2009

J⁽¹⁾

9,000

01/18/2008

01/18/2015

Common Stock

9,000

$ 0

Option (Right to Buy)

$ 51.43

12/10/2009

J⁽¹⁾

5,883

⁽⁶⁾

01/18/2013

Common Stock

5,883

$ 0

Option (Right to Buy)

$ 39.22

12/10/2009

J⁽¹⁾

5,500

01/21/2007

01/21/2014

Common Stock

5,500

$ 0

Option (Right to Buy)

$ 2.29

12/10/2009

J⁽¹⁾

25,030

⁽⁷⁾

01/22/2016

Common Stock

25,030

$ 0

Option (Right to Buy)

$ 8.47

12/10/2009

J⁽¹⁾

46,700

⁽⁸⁾

07/17/2015

Common Stock

46,700

$ 0

Option (Right to Buy)

$ 49.17

12/10/2009

J⁽¹⁾

6,875

⁽⁹⁾

07/18/2014

Common Stock

6,875

$ 0

Option (Right to Buy)

$ 43.01

12/10/2009

J⁽¹⁾

12,000

07/19/2008

07/19/2015

Common Stock

12,000

$ 0

Option (Right to Buy)

$ 47.28

12/10/2009

J⁽¹⁾

6,667

⁽¹⁰⁾

07/19/2013

Common Stock

6,667

$ 0

Option (Right to Buy)

$ 37.6

12/10/2009

J⁽¹⁾

6,000

07/21/2007

07/21/2014

Common Stock

6,000

$ 0

Option (Right to Buy)

$ 44.4965

12/10/2009

J⁽¹⁾

4,129

07/26/2000

07/26/2010

Common Stock

4,129

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GIPSON KELLEY J. C/O CIT GROUP 505 FIFTH AVENUE NEW YORK, NY 10017			Executive Vice President

Signatures

/s/ James P. Shanahan, attorney-in-fact for Ms. Gipson		12/14/2009
^**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)	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 granted on 1/17/2007 and vest in 1/3 increments on each anniversary of the grant date. Options shall be fully vested on 1/17/2010.
(3)	Options granted on 1/17/2008 and vest in 1/3 increments on each anniversary of the grant date. Options shall be fully vested on 1/17/2011.
(4)	Each Restricted Cash Unit is the economic equivalent of one share of CIT common stock.
(5)	Restricted Cash Units vest in 50% increments on each of the first and second anniversaries of 1/17/2008, the date of grant, and are payable in cash based on the closing price of CIT common stock on the vest date.
(6)	Options granted on 1/18/2006 and vest in 1/3 increments on each anniversary of the grant date. Options shall be fully vested on 1/17/2009.
(7)	Options vest and become exercisable in three equal installments on each of the 1st, 2nd, and 3rd anniversaries of the grant date.
(8)	Options granted on 7/17/2008 and vest in 1/3 increments on each anniversary of the grant date. Options shall be fully vested on 7/17/2011.
(9)	Options granted on 7/18/2007 and vest in 1/3 increments on each anniversary of the grant date. Options shall be fully vested on 7/18/2010.
(10)	Options granted on 7/19/2006 and vest in 1/3 increments on each anniversary of the grant date. Options shall be fully vested on 7/19/2009.

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