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
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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)
11/03/2015
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 11/03/2015 S 110,461,782 (1) D $23.38 (2) 0 (3) I See Footnote (3)
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)
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)
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)
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 in connection with the Issuer's registered follow-on offering (the "Follow-on Offering"), which closed on November 3, 2015. The material terms of the Follow-on Offering are described in the prospectus supplement dated October 29, 2015, filed by the Issuer with the U.S. Securities and Exchange Commission on November 2, 2015.
2. This amount represents the $23.38 per share price of Common Stock received by RBSG International Holdings Limited in connection with the Follow-on Offering.
3. Following the sale of 110,461,782 shares of Common Stock in the Follow-on Offering, RBSG International Holdings Limited, a wholly owned subsidiary of The Royal Bank of Scotland Group plc, has fully exited its stake in the Issuer's Common Stock.
The Royal Bank of Scotland Group plc, /s/ Barbara Wallace, Assistant Secretary 11/04/2015
The Royal Bank of Scotland plc, /s/ Barbara Wallace, Assistant Secretary 11/04/2015
RBSG International Holdings Limited, /s/ Sally Sutherland, Directory of Company Secretary 11/04/2015
** 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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