Sec Form 4 Filing - ROYAL BANK OF SCOTLAND GROUP PLC @ CITIZENS FINANCIAL GROUP INC/RI - 2015-08-03

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 ROYAL BANK OF SCOTLAND GROUP PLC 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) (Last) (First) (Middle) 36 ST. ANDREW SQUARE 3. Date of Earliest Transaction (MM/DD/YY) 08/03/2015 (Street) EDINBURGH, X0EH12 1HQ 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 Common Stock 08/03/2015 S 98,900,000 ( 1 ) D $ 25.69 ( 2 ) 120,077,166 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 (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 ROYAL BANK OF SCOTLAND GROUP PLC 36 ST. ANDREW SQUARE EDINBURGH, X0EH12 1HQ X ROYAL BANK OF SCOTLAND PLC 36 ST. ANDREW SQUARE EDINBURGH, X0EH12 1HQ X RBSG International Holdings Ltd. 24/25 ST. ANDREW SQUARE EDINBURGH, X0EH12 1HQ X Signatures The Royal Bank of Scotland Group plc, /s/ Barbara Wallace, Assistant Secretary 08/04/2015 Signature of Reporting Person Date The Royal Bank of Scotland plc, /s/ Barbara Wallace, Assistant Secretary 08/04/2015 Signature of Reporting Person Date RBSG International Holdings Limited, /s/ Sally Sutherland, Directory of Company Secretary 08/04/2015 Signature of Reporting Person Date

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 12,900,000 shares of Common Stock covered by the over-allotment option exercised by the underwriters, in connection with the Issuer's registered follow-on offering (the "Follow-on Offering"), which closed on August 3, 2015. The material terms of the Follow-on Offering are described in the prospectus dated July 28, 2015, filed by the Issuer with the U.S. Securities and Exchange Commission on July 29, 2015. ( 2 )This amount represents the $26.00 per share price of Common Stock sold by the underwriters in connection with the Follow-on Offering, less the underwriting discount of $0.312 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.

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).

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