|Issuer:||CITIZENS FINANCIAL GROUP INC/RI (CFG)|
|Original Submission Date:|
KELLY EDWARD J III
C/O CITIZENS FINANCIAL GROUP, INC.
600 WASHINGTON BLVD. STAMFORD, CT 06901
|Title of Security||Transaction Date||2a. Deemed Execution Date||Transaction Code||Shares||Acquired or Disposed||Price per share||5. Amount of Securities Beneficially Owned Following Reported Transaction||6. Ownership Form Direct or Indirect||Nature of Indirect Ownership|
|Title of Derivative Security||Conversion or Exercise Price of Derivative Security||Transaction Date||Deemed Execution Date||Transaction Code||Number of Derivative Securities Acquired (A) or Disposed of (D)||Date Exercisable||Expiration Date||Title and Amount of Securities Underlying Derivative Security||Price of Derivative Security||Number of derivative Securities Beneficially Owned Following Reported Transaction(s)||Ownership Form: Direct (D) or Indirect (I)||Nature of Indirect Beneficial Ownership|
|f1||reflects restricted stock units credited to the reporting person's account following the issuer's dividend payment, pursuant to an award granted to the filer pursuant to the citizens financial group, inc. 2014 non-employee directors compensation plan.|