Form SC 13G - Statement of Beneficial Ownership by Certain Investors
08 November 2024 - 3:28PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.
_
)*
Citizens Financial Group Inc
(Name of Issuer)
Common Stock
(Title of Class of Securities)
174610105
(CUSIP Number)
September 30, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
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[X]
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Rule 13d-1(b)
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[ ]
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Rule 13d-1(c)
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[ ]
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Rule 13d-1(d)
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*
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise subject to the liabilities of that section
of the Act, but shall be subject to all other provisions of the Act (however,
see the Notes.)
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Invesco Ltd.
98-0557567
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3.
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SEC USE ONLY
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5. SOLE VOTING POWER
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24,698,678
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6. SHARED VOTING POWER
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0
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7. SOLE DISPOSITIVE POWER |
25,069,361
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8. SHARED DISPOSITIVE POWER
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0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,069,361
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.6%
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12.
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TYPE OF REPORTING PERSON
HC, IA
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Item 1.
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(a)
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Name of Issuer
Citizens Financial Group Inc
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(b)
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Address of Issuer's Principal Executive Offices
1 Citizens Plaza, Providence, RI 02903
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Item 2.
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(a)
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Name of Person Filing
Invesco Ltd.
("Invesco Ltd.")
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(b)
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Address of Principal Business Office or, if None, Residence
1331 Spring Street NW, Suite 2500, Atlanta, GA 30309
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(c)
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Citizenship
Bermuda
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(d)
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Title of Class of Securities
Common Stock
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(e)
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CUSIP Number
174610105
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Item 3.
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If This Statement is Filed Pursuant to
Rule 13d-1(b), or 13d-2(b) or (c),
Check Whether the Person Filing is a:
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(a)
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[ ]
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
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(b)
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[ ]
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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[ ]
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Insurance Company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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[ ]
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Investment Company registered under
Section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8).
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(e)
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[X]
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An investment adviser in accordance with
Rule 240.13d-1(b)(1)(ii)(E);
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(f)
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[ ]
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An employee benefit plan or endowment fund in accordance with
Rule 240.13d-1(b)(1)(ii)(F);
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(g)
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[X]
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A parent holding company or control person in accordance with
Rule 240.13d-1(b)(1)(ii)(G);
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(h)
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[ ]
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A savings association as defined in
Section 3(b) of the Federal Deposit Insurance Act
(12 U.S.C. 1813);
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(i)
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[ ]
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A church plan that is excluded from the
definition of an investment company under
Section 3(c)(14) of the Investment Company Act
of 1940 (15 U.S.C. 80a-3);
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(j)
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[ ]
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Group, in accordance with Rule 240.13d-1(b)(1)(ii)(J).
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Item 4.
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Ownership.
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Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount Beneficially Owned:
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Invesco Ltd., in its capacity as a parent holding company to its investment advisers, may be deemed to beneficially own 25,069,361 shares of the Issuer which are held of record by clients of Invesco Ltd.
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(b)
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Percent of Class:
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5.6%
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote
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24,698,678
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(ii)
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shared power to vote or to direct the vote
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0
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(iii)
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sole power to dispose or to direct the disposition of
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25,069,361
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(iv)
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shared power to dispose or to direct the disposition of
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0
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Item 5.
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Ownership of Five Percent or Less of Class.
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If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to
be the beneficial owner of more than five percent of the
class of securities, check the following:
[
]
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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However, no one individual has greater than 5% economic ownership.
The shareholders of the Fund have the right to receive or the power
to direct the receipt of dividends and proceeds from the sale of
securities listed above.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
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Invesco Advisers, Inc.
Invesco Asset Management Deutschland GmbH
Invesco Asset Management (Japan) Limited
Invesco Investment Advisers LLC
Invesco Capital Management LLC
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Item 8.
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Identification and Classification of Members of the Group.
Not Applicable. This schedule is not being filed pursuant to Rule 13d-1(b)(1)(ii)(J) or Rule 13d-1(d).
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Item 9.
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Notice of Dissolution of Group.
Not Applicable
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Item 10.
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Certification.
By signing below, I certify that, to the best
of my knowledge and belief, the securities
referred to above
were acquired and are held
in the ordinary course of business and
were not acquired and are not held for the purpose
of or with the effect of changing or
influencing the control of the issuer of the
securities and were not acquired and are not held
in connection with or as a participant in any
transaction having that purpose or effect.
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SIGNATURE
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After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
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Invesco Ltd.
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By: /s/ Robert R. Leveille
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Date:
November 08, 2024
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Name: Robert R. Leveille
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Title: Global Head of Compliance
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Invesco Joint Filing Agreement
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) (l) under the Securities Exchange Act of 1934,
as amended, the undersigned hereby agree to the joint filing of the attached
Schedule 13G, and any and all amendments thereto, and expressly authorize
Invesco Ltd., as the ultimate parent company of each of its undersigned
subsidiaries, to file such Schedule 13G, and any and all amendments thereto,
on behalf of each of them.
Dated: 01/30/2024
Invesco Ltd.
By: /s/
Robert R. Leveille
Name: Robert R. Leveille
Title: Global Head of Compliance
Invesco Advisers, Inc.
By: /s/
Todd F. Kuehl
Name: Todd F. Kuehl
Title: Head of Compliance Americas
Invesco Canada Ltd.
By: /s/
Kate Archibald
Name: Kate Archibald
Title: SVP, Head of Compliance, and Chief Compliance Officer
Invesco Trust Company
By: /s/
Veronica Castillo
Name: Veronica Castillo
Title: Secretary
Invesco Hong Kong Limited
By: /s/
Lee Siu Mei
Name: Lee Siu Mei
Title: Authorized Signatory
Invesco Hong Kong Limited
By: /s/
Pang Sin Chu
Name: Pang Sin Chu
Title: Authorized Signatory
Invesco Asset Management Deutschland GmbH
By: /s/
Paul, Dumitrescu
Name: Paul, Dumitrescu
Title: Head of Compliance Germany
Invesco Asset Management Limited
By: /s/
Chris Edge
Name: Chris Edge
Title: Head of UK Compliance
Invesco Management S.A.
By: /s/
Peter Carroll
Name: Peter Carroll
Title: Head EMEA Delegation Oversight
Invesco Taiwan Limited
By: /s/
Jacky Hsiao
Name: Jacky Hsiao
Title: MD - General Manager
Invesco Asset Management (Japan) Limited
By: /s/
Tsuyoshi Mochiyama
Name: Tsuyoshi Mochiyama
Title: Head of Compliance
Invesco Asset Management Singapore Limited
By: /s/
Lee Siu Mei
Name: Lee Siu Mei
Title: Authorized Signatory
Invesco Asset Management Singapore Limited
By: /s/
Noelle Li-Ann Lim
Name: Noelle Li-Ann Lim
Title: Authorized Signatory
Invesco Capital Management, LLC
By: /s/
Melanie Zimdars
Name: Melanie Zimdars
Title: CCO, ICM & ETFs
Invesco Investment Advisers, LLC
By: /s/
Trisha B Hancock
Name: Trisha B Hancock
Title: CCO, Broker-Dealers and UITs
Invesco Australia Ltd.
By: /s/
Ian Croucher
Name: Ian Croucher
Title: Senior Compliance Manager
OppenheimerFunds, Inc.
By: /s/
Devin Hummel
Name: Devin Hummel
Title: Senior Compliance Manager
Invesco Real Estate Management S.A.R.L.
By: /s/
Fabrice Coste
Name: Fabrice Coste
Title: Snr Director, Fund Accounting
Invesco Real Estate Management S.A.R.L.
By: /s/
Marion Geniaux
Name: Marion Geniaux
Title: SD, Investment Operations
Invesco Managed Accounts, LLC
By: /s/
Amy Nazimiec
Name: Amy Nazimiec
Title: Chief Compliance Officer
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