Sec Form 4 Filing - HOLDING FRANK B @ FIRST CITIZENS BANCSHARES INC /DE/ - 2015-04-06

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person HOLDING FRANK B 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) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) POST OFFICE BOX 1377 3. Date of Earliest Transaction (MM/DD/YY) 04/06/2015 (Street) SMITHFIELD, NC27577 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Class A Common Stock 685,038 I By Frank B. Holding Revocable Trust Class A Common Stock 191,761 ( 1 ) I By spouse Class A Common Stock 566,125 ( 1 ) I By Ella Ann Holding Revocable Trust Class A Common Stock 100,000 ( 2 ) I By Fidelity BancShares, Inc. Class A Common Stock 04/06/2015 S 519 D $ 258.02 241,444 ( 2 ) I By Southern BancShares(N.C.), Inc. and subsidiary Class A Common Stock 04/07/2015 S 4,007 D $ 258 237,437 ( 2 ) I By Southern BancShares(N.C.), Inc. and subsidiary Class A Common Stock 04/08/2015 S 423 D $ 257.73 ( 3 ) 237,014 ( 2 ) I By Southern BancShares(N.C.), Inc. and subsidiary Class A Common Stock 12,530 ( 2 ) I By Twin States Farming, Inc. Class A Common Stock 827 ( 2 ) I By E&F Properties, Inc. Class A Common Stock 2,675 ( 2 ) I By Holding Properties, LLC Class B Common Stock 4 D Class B Common Stock 119 ( 1 ) I By spouse Class B Common Stock 22,619 ( 2 ) I By Southern BancShares (N.C.), Inc. 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 2,156 ( 2 ) I By Holding Properties, Inc.

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HOLDING FRANK B POST OFFICE BOX 1377 SMITHFIELD, NC27577 X Signatures Frank B. Holding, By: William R. Lathan, Jr., Attorney-in-fact 04/08/2015 Signature of Reporting Person Date

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 or was a director, officer and/or 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, if any, 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. ( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $257.50 to $258.00, inclusive. The reporting person undertakes to provide First Citizens BancShares, Inc., and 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 range set forth in footnote (2) to this Form 4.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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