UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 

 
FORM 8-K

CURRENT REPORT

 
 PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 

 Date of Report (Date of earliest event reported): October 8, 2014
 

CITIZENS FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
 

Delaware
001-36636
05-0412693
(State or other jurisdiction
of incorporation )
(Commission File No.)
(IRS Employer
 Identification No.)

 
One Citizens Plaza
Providence, RI
 
02903
(Address of principal executive offices)
(Zip code)
 
Registrant's telephone number, including area code:  (401) 456-7000

 Not Applicable
 (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

 
 
Item 8.01
Other Events.

On October 8, 2014, Citizens Financial Group, Inc. issued a press release announcing the close of its planned $334 million capital exchange transaction with its majority shareholder, The Royal Bank of Scotland Group plc.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
Item 9.01
Financial Statements and Exhibits.
 
(d)
Exhibit 99.1                        Citizens Financial Group, Inc. Press Release dated October 8, 2014
 
 
 

 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
CITIZENS FINANCIAL GROUP, INC.
 
   
   
       
By: /s/ John Fawcett  
  John Fawcett  
  Chief Financial Officer  
 
 
Date:  October 8, 2014
 
 
 

 
 
EXHIBIT INDEX

Exhibit Number
Description
   
99.1
Citizens Financial Group, Inc. Press Release dated October 8, 2014