SEC Form 4 · accession 0000950103-15-002512
CITIZENS FINANCIAL GROUP INC/RI · CFG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
ROYAL BANK OF SCOTLAND PLC
10% Owner
ROYAL BANK OF SCOTLAND GROUP PLC
10% Owner
RBSG International Holdings Ltd.
10% Owner
Period of report
Mar 30, 2015
Accepted (ET)
Mar 31, 2015 · 10:26 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000759944
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Mar 30, 2015 | S | 155,250,000 | $23.47 | D | 229,450,563 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This amount reflects the number of shares of common stock of the Issuer ("Common Stock") sold by RBSG International Holdings Limited, including 20,250,000 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 March 30, 2015. The material terms of the Follow-on Offering are described in the prospectus dated March 25, 2015, filed by the Issuer with the U.S. Securities and Exchange Commission on March 26, 2015.
- F2This amount represents the $23.75 per share price of Common Stock sold by the underwriters in connection with the Follow-on Offering, less the underwriting discount of $0.2850 per share.
- F3Directly 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.