Natwest Group PLC

Regulatory Filings • Feb 2, 2022

144 1 tm225073-1_144.htm 144

| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 | | | | | | | OMB
APPROVAL | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | OMB Number: 3235-0101 Expires: December 31, 2019 Estimated average burden hours per
response . . . . . . . . . 2.00 | |
| | | | | | | | SEC
USE ONLY | |
| | | | | | | | DOCUMENT
SEQUENCE NO. | |
| | | | | | | | CUSIP
NUMBER | |
| ATTENTION: | Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker. | | | | | | | |
| 1 (a) NAME
OF ISSUER (Please type or print) | | (b) IRS
IDENT. NO. | | (c) S.E.C.
FILE NO. | | | WORK
LOCATION | |
| NatWest Group plc | | 00-0000000 | | 001-10306 | | | | |
| 1 (d) | ADDRESS
OF ISSUER | STREET | CITY | | STATE | ZIP
CODE | (e) TELEPHONE
NO. | |
| NatWest Group plc | | Gogarburn, 175 Glasgow Road | Edinburgh | | XO | EH12 1HQ | AREA
CODE | NUMBER |
| | | | | | | | +44 01316 | 626-3860 |
| 2 (a) | NAME
OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD | (b) | RELATIONSHIP
TO ISSUER | (c) | ADDRESS STREET | CITY | STATE | ZIP CODE |
| The Commissioners of Her Majesty's Treasury | | Affiliate | | 1 Horse Guards Road | | London | XO | SW1A 2HQ |

INSTRUCTION: The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number.

| 3 (a) | (b) | SEC
USE ONLY | (c) | (d) | (e) | (f) | (g) |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Title
of the Class of Securities To Be Sold | Name
and Address of Each Broker Through Whom the Securities are to be Offered or Each Market Maker who is Acquiring the Securities | Broker-Dealer File Number | Number
of Shares or Other Units To Be Sold (See instr. 3(c)) | Aggregate Market Value (See instr. 3(d)) | Number
of Shares or Other Units Outstanding (See instr. 3(e)) | Approximate Date of Sale (See instr. 3(f)) (MO. DAY YR.) | Name
of Each Securities Exchange (See instr. 3(g)) |
| Ordinary Shares | Morgan Stanley & Co. International 25 Cabot Square London E14 4QA United Kingdom | | up to 112,571,049 | up to £272,872,223 as of 01/31/2022 | 11,257,104,899 | at any time from 08/12/2021 to 08/11/2022 | Various exchanges outside of the United States |

INSTRUCTIONS:

| 1. | (a) | Name
of issuer | (a) | Title
of the class of securities to be sold |
| --- | --- | --- | --- | --- |
| | (b) | Issuer’s
I.R.S. Identification Number | (b) | Name
and address of each broker through whom the securities are intended to be sold |
| | (c) | Issuer’s
S.E.C. file number, if any | (c) | Number
of shares or other units to be sold (if debt securities, give the aggregate face amount) |
| | (d) | Issuer’s
address, including zip code | (d) | Aggregate
market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice |
| | (e) | Issuer’s
telephone number, including area code | (e) | Number
of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most
recent report or statement published by the issuer |
| | | | (f) | Approximate
date on which the securities are to be sold |
| 2. | (a) | Name
of person for whose account the securities are to be sold | (g) | Name
of each securities exchange, if any, on which the securities are intended to be sold |
| | (b) | Such
person’s relationship to the issuer (e.g., officer, director, 10% stockholder, or member of immediate family of any of the
foregoing) | | |
| | (c) | Such
person’s address, including zip code | | |

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

SEC 1147 (02-08)

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TABLE I –– SECURITIES TO BE SOLD

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

| Title
of the Class | Date
you Acquired | Nature
of Acquisition Transaction | Name
of Person from Whom Acquired (If gift, also give date donor acquired) | Amount
of Securities Acquired | Date
of Payment | Nature
of Payment |
| --- | --- | --- | --- | --- | --- | --- |
| Ordinary Shares | December 2008 - December 2009 | The Comissioners of Her Majesty's Treasury acquired an 84% stake in Royal Bank of Scotland (now NatWest Group plc) as part of a series
of recapitalizations designed to maintain stability at the height of the financial crisis. | NatWest Group plc | (a) the purchase of £15 billion ordinary shares and £5 billion preference shares (that converted into ordinary shares) in December 2008 (b) a further injection of £25.5 billion in December 2009 in non-voting B Shares, taking the total economic stake to 84% (67% of voting shares) | December 2008 and December 2009 | Cash |

INSTRUCTIONS: If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

TABLE II –– SECURITIES SOLD DURING THE PAST 3 MONTHS

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

| Name
and Address of Seller | Title
of Securities Sold | Date
of Sale | Amount
of Securities Sold | Gross
Proceeds |
| --- | --- | --- | --- | --- |
| The Commissioners of Her Majesty's Treasury 1 Horse Guards Road London SW1A 2HQ England | Ordinary shares | 10/30/2021 - 01/31/2022 | Nil (1) | Nil (1) |

REMARKS: (1) Such figure does not include sales of securities made by the Seller other than pursuant to Rule 144.

INSTRUCTIONS:	ATTENTION:
See
the definition of “person” in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose
account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall
be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account
of the person filing this notice.	The
person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that
he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities
to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions
to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction
given, that person makes such representation as of the plan adoption or instruction date.

02/02/2022	/s/ Lowri Khan, Director Financial Stability (HMT)
DATE
OF NOTICE	(SIGNATURE)
	The
notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice
shall be manually signed. Any copies not manually signed shall bear typed or printed signatures.
DATE
OF PLAN ADOPTION OR GIVING OF INSTRUCTION, IF RELYING ON RULE 10B5-1

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

SEC 1147 (02-08)

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