Statement of Changes in Beneficial Ownership (4)

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

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Alemany Ellen R	2. Issuer Name and Ticker or Trading Symbol CIT GROUP INC [ CIT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Chair & CEO
(Last)          (First)          (Middle) C/O CIT GROUP INC., 340 MOUNT KEMBLE AVENUE, SUITE 100	3. Date of Earliest Transaction (MM/DD/YYYY) 12/17/2021
(Street) MORRISTOWN, NJ 07960 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	12/17/2021		A(1)		107968.041	A	(1)	323467.637	D
Common Stock								15255	I	Schwab July 2020 GRAT #1 u/a/d 7/29/2020
Common Stock								38800	I	Schwab June 2020 GRAT #1 (CIT) u/a/d 6/18/2020
Common Stock								141000	I	Schwab March 2020 GRAT #1 (CIT) u/a/d 3/31/2020
Common Stock								59200	I	Schwab September 2020 GRAT #2 (CIT) u/a/d 9/25/2020
Series B Preferred								30000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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

Explanation of Responses:
(1)	Performance-Based Restricted Stock Units (PBRSU) are scheduled to settle 100% in stock and will vest 100% at the earlier of (1) third anniversary of the grant and (2) second anniversary of the Closing (together, the Scheduled Vesting Date), and are subject to a performance based vesting hurdle (minimum Common Equity Tier 1 for well-capitalized Banks as established by the Federal Reserve Board.)

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Alemany Ellen R C/O CIT GROUP INC. 340 MOUNT KEMBLE AVENUE, SUITE 100 MORRISTOWN, NJ 07960	X		Chair & CEO

Signatures
/s/ James P. Shanahan, attorney-in-fact for Ms. Alemany		12/21/2021
**Signature of Reporting Person		Date