|Issuer:||CITIZENS FINANCIAL GROUP INC/RI (CFG)|
|Original Submission Date:|
WATSON WENDY A.
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 a restricted stock unit award granted to the filer pursuant to the citizens financial group, inc. 2014 non-employee directors compensation plan.|