SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* ROYAL BANK OF SCOTLAND GROUP PLC (Last) (First) (Middle) 36 ST. ANDREW SQUARE (Street) EDINBURGH X0 EH2 2YB (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol CITIZENS FINANCIAL GROUP INC/RI [ CFG ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 09/29/2014
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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. 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	09/29/2014		S		156,363,704(1)	D	$21.09(2)	398,998,324	I	See Footnote(3)
Common Stock	09/29/2014		S		4,636,296(4)	D	$21.09(2)	0	I	See Footnote(5)

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 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: 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

1. Name and Address of Reporting Person* ROYAL BANK OF SCOTLAND GROUP PLC (Last) (First) (Middle) 36 ST. ANDREW SQUARE (Street) EDINBURGH X0 EH2 2YB (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ROYAL BANK OF SCOTLAND PLC (Last) (First) (Middle) 36 ST. ANDREW SQUARE (Street) EDINBURGH X0 EH2 2YB (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* RBSG International Holdings Ltd. (Last) (First) (Middle) 24/25 ST. ANDREW SQUARE (Street) EDINBURGH X0 EH2 1AF (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NATIONAL WESTMINSTER BANK PLC /ENG/ (Last) (First) (Middle) 135 BISHOPSGATE (Street) LONDON X0 EC2M 3UR (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NatWest Group Holdings Corp. (Last) (First) (Middle) 2711 CENTERVILLE ROAD, SUITE 400 (Street) WILMINGTON DE 19808 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* RBS CBFM North America Corp. (Last) (First) (Middle) 340 MADISON AVENUE (Street) NEW YORK NY 10173 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. This amount reflects the number of shares of common stock of the Issuer ("Common Stock") sold by RBSG International Holdings Limited, including 21,000,000 shares of Common Stock covered by the over-allotment option exercised by the underwriters, in connection with the initial public offering of the Issuer which closed on September 29, 2014 (the "IPO"). The material terms of the IPO are described in the prospectus, dated September 23, 2014, filed by the Issuer with the U.S. Securities and Exchange Commission on September 24, 2014.

2. This amount represents the $21.50 per share price of Common Stock sold by the underwriters in connection with the IPO, less the underwriting discount of $0.4085 per share.

3. Directly owned by RBSG International Holdings Limited, which is a wholly owned subsidiary of The Royal Bank of Scotland plc, which is a wholly owned subsidiary of The Royal Bank of Scotland Group plc.

4. This amount reflects the number of shares of Common Stock sold by RBS CBFM North America Corp. in connection with the IPO.

5. Directly owned by RBS CBFM North America Corp., which is a wholly owned subsidiary of NatWest Group Holdings Corporation, which is a wholly owned subsidiary of National Westminster Bank plc, which is a wholly owned subsidiary of The Royal Bank of Scotland plc, which is a wholly owned subsidiary of The Royal Bank of Scotland Group plc.

	The Royal Bank of Scotland Group plc, By: /s/ Aileen Taylor, Company Secretary and Chief Corporate Governance Officer	09/30/2014
	The Royal Bank of Scotland plc, By: /s/ Aileen Taylor, Company Secretary and Chief Corporate Governance Officer	09/30/2014
	RBSG International Holdings Limited, By: /s/ Sally Sutherland, Director of Company Secretary	09/30/2014
	National Westminster Bank plc, By: /s/ Aileen Taylor, Company Secretary and Chief Corporate Governance Officer	09/30/2014
	NatWest Group Holdings Corporation, By: /s/ Jason Hauf, Chief Financial Officer	09/30/2014
	RBS CBFM North America Corp., By: /s/ Jason Hauf, Chief Financial Officer	09/30/2014
	** Signature of Reporting Person	Date
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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