UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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
|Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.||SEC 1473 (7-02)|
|Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.|
|1. Title of Derivative Security
|2. Date Exercisable and Expiration Date
|3. Title and Amount of Securities Underlying Derivative Security
|4. Conversion or Exercise Price of Derivative Security||5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
|6. Nature of Indirect Beneficial Ownership
|Date Exercisable||Expiration Date||Title||Amount or Number of Shares|
|Reporting Owner Name / Address||Relationships|
|Woods Stephen R.
C/O CITIZENS FINANCIAL GROUP, INC.
600 WASHINGTON BLVD.
STAMFORD,Â CTÂ 06901
|Â||Â||Â||Interim Co-head of Commerical|
|/s/ Lindsey Cameron, as Attorney-in-Fact||01/13/2015|
|**Signature of Reporting Person||Date|
|*||If the form is filed by more than one reporting person, see Instruction 5(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).|
|(1)||Includes 20,055 deferred share awards that are scheduled to vest in March 2015, March 2016 and March 2017 and 20,379 restricted stock units that are subject to vest in equal installments in March 2016 and March 2017, each of which will be settled in shares of common stock following vesting.|