Form D

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
CIT GROUP INC
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
Over Five Years Ago

Previous Name(s)

  • CIT GROUP INC DEL
Entity Type
CORPORATION

Item 2 Issuer Principal Place of Business and Contact Information

11 WEST 42ND STREET
NEW YORK, NY 10036
Phone Number: subscription required

Item 3. Related Persons

Name
JOHN A. THAIN
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
ANDREW T. BRANDMAN
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
NELSON J. CHAI
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
CAROL HAYLES
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
ROBERT J. INGATO
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
C. JEFFREY KNITTEL
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
SCOTT T. PARKER
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
LISA K. POLSKY
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
MARGARET D. TUTWILER
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
STEVEN MNUCHIN
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
JOSEPH OTTING
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
ELLEN R. ALEMANY
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
MICHAEL J. EMBLER
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
ALAN FRANK
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
WILLIAM M. FREEMAN
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
MARIANNE MILLER PARRS
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
DAVID M. MOFFETT
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
R. BRAD OATES
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
GERALD ROSENFELD
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
JOHN RYAN
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
SHEILA A. STAMPS
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
SEYMOUR STERNBERG
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
PETER TOBIN
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
LAURA S. UNGER
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 4. Industry Group

COMMERCIAL BANKING

Item 5. Issuer Size

Revenue Range (for issuer not specifying "hedge" or "other investment" fund in Item 4 above)
OVER $100,000,000

Item 6. Federal Exemptions and Exclusions Claimed

Item 7. Type of Filing

New Notice
Date of First Sale in this Offering:
08/03/2015

Item 8. Duration of Offering

Does the issuer intend this offering to last more than one year?
No

Item 9. Type(s) of Securities Offered

  • Equity

Item 10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
Yes
Clarification of Response

Item 11. Minimum Investment

Minimum Investment accepted from any outside investor
0

Item 13. Offering and Sales Amounts

Total Offering Amount
1456949403
Total Amount Sold
1456949403
Total Remaining to be Sold
0
Clarification of Response
REPRESENTS THE VALUE OF THE ISSUER'S COMMON SHARES ISSUED IN CONNECTION WITH THE ACQUISITION OF IMB HOLDCO LLC., BASED ON THE LAST REPORTED SALE PRICE OF THE ISSUER'S COMMON SHARES ON THE NEW YORK STOCK EXCHANGE ON AUGUST 3, 2015.

Item 14. Investors

Securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of non-accredited investors who already have invested in the offering:
Total number of investors who already have invested in the offering:
69

Item 15. Sales Commissions and Finders' Fees Expenses

Sales Commissions:
0.0
Finders' Fees
0.0
Clarification of Response

Item 16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers,directors or promoters in response to Item 3 above.
0.0
Clarification of Response
THE COMPANY'S COMMON SHARES WERE ISSUED AS PARTIAL CONSIDERATION IN THE MERGER OF IMB HOLDCO LLC WITH AND INTO CARBON MERGER SUB LLC, A SUBSIDIARY OF THE COMPANY. THE COMPANY DID NOT RECEIVE ANY PROCEEDS FROM THE ISSUANCE.

Signature and Submission

Issuer Name
CIT GROUP INC
Issuer Signature
/S/ ROBERT J. INGATO
Signer Name
ROBERT J. INGATO
Signer Title
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
Signature Date
08/14/2015

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