| Item 1. | |
| (a) | Name of issuer:
First Citizens BancShares, Inc. |
| (b) | Address of issuer's principal executive
offices:
4300 Six Forks Road, Raleigh, NC, 27609. |
| Item 2. | |
| (a) | Name of person filing:
Harris Associates L.P. ("Harris")
Harris Associates, Inc. ("General Partner")
**Harris Associates, Inc., for itself and as General Partner |
| (b) | Address or principal business office or, if
none, residence:
111 South Wacker Drive Suite 4600, Chicago, IL 60606 |
| (c) | Citizenship:
See Item 4 on the cover page(s) hereto. |
| (d) | Title of class of securities:
Common Stock, par value $1 |
| (e) | CUSIP No.:
31946M1036 |
| Item 3. | If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) |  An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (i) | 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); |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please
specify the type of institution: |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
By reason of advisory and other relationships with the person who owns the Shares, Harris may be deemed to be the beneficial owner of the shares specified in Item 9 on the cover page(s) hereto. Harris has been granted the power to vote Shares in circumstances it determines to be appropriate in connection with assisting its advised clients to whom it renders financial advice in the ordinary course of business, by either providing information or advice to the persons having such power, or by exercising the power to vote. |
| (b) | Percent of class:
See Item 11 on the cover page(s) hereto. % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
See Item 5 on the cover page(s) hereto.
|
| | (ii) Shared power to vote or to direct the
vote:
See Item 6 on the cover page(s) hereto.
|
| | (iii) Sole power to dispose or to direct the
disposition of:
See Item 7 on the cover page(s) hereto.
|
| | (iv) Shared power to dispose or to direct the
disposition of:
See Item 8 on the cover page(s) hereto.
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| |
Ownership of 5 percent or less of a class |
| Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members
of the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
