SEC FORM 4

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^*

HOLDING FRANK B

(Last)

(First)

(Middle)

POST OFFICE BOX 1377

(Street)

SMITHFIELD

27577

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FIRST CITIZENS BANCSHARES INC /DE/ [ FCNCA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Vice Chairman

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2010

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock								261,300	D
Class A Common Stock								420	I	By F. Holding 2009 GRAT
Class A Common Stock								619,979	I	By: F. Holding 2010 GRAT
Class A Common Stock								784⁽¹⁾	I	By spouse
Class A Common Stock								381,091⁽¹⁾	I	By Ella Ann 2009 GRAT
Class A Common Stock								313,869⁽¹⁾	I	By Ella Ann 2010 GRAT
Class A Common Stock								442,439⁽¹⁾	I	By adult children and their spouses and children
Class A Common Stock								26,430⁽¹⁾	I	By trust for adult children
Class A Common Stock								8,214⁽²⁾	I	By Twin States Farming, Inc.
Class A Common Stock								167,600⁽²⁾	I	By First Citizens Bancorporation, Inc.
Class A Common Stock								28,628⁽²⁾	I	By Heritage BancShares, Inc. and subsidiary
Class A Common Stock								100,000⁽²⁾	I	By Fidelity BancShares, Inc.
Class A Common Stock								46,699⁽²⁾	I	By Southern BancShares(N.C.), Inc.
Class A Common Stock								46,000⁽²⁾	I	By Southern Bank and Trust Company
Class A Common Stock								54,000⁽²⁾	I	By Goshen, Inc.
Class A Common Stock								627⁽²⁾	I	By E&F Properties, Inc.
Class B Common Stock								562,431⁽¹⁾	I	By adult children and their spouses and children
Class B Common Stock								45,900⁽²⁾	I	By First Citizens Bancorporation, Inc.
Class B Common Stock								22,619⁽²⁾	I	By Southern BancShares (N.C.), Inc.
Class B Common Stock								6,175⁽¹⁾	I	By trust for adult children
Class B Common Stock								1,355⁽²⁾	I	By Twin States Farming, Inc.
Class B Common Stock								200⁽²⁾	I	By E&F Properties, Inc.
Class B Common Stock								36,296⁽¹⁾	I	By Ella Ann 2009 GRAT
Class B Common Stock								2,851⁽¹⁾	I	By spouse
Class B Common Stock								850⁽¹⁾	I	By Ella Ann Lee Holding Revocable Trust dtd October 24, 2007
Class B Common Stock								5,915	D
Class B Common Stock								2,325	I	By Frank B. Holding Revocable Trust Dated October 24, 2004
Class B Common Stock	11/18/2010		P		138	A	$185.792⁽³⁾	1,138	I	By F. Holding 2010 GRAT
Class B Common Stock								150	I	By F. Holding 2009 GRAT
Class B Commoin Stock								762	I	By Ella Ann 2010 GRAT

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.

2. The reporting person is a director, officer and/or principal shareholder of the companies that own these shares, but he disclaims beneficial ownership of the listed shares except to the extent of his pecuniary interest therein.

3. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices reanging from $185.675 to $186.10, inclusive. The reporting person undertakes to provide First Citizens BancShares, Inc., any security holder of First Citizens BancShares, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote(3)to this Form 4.

	Frank B. Holding, By: William R. Lathan, Jr., Attorney-in-Fact	11/22/2010
	** 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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