SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

This Amendment No. 2 to Schedule 13D is filed to report changes in the reporting persons’ beneficial ownership of the Class A Common Stock of the Issuer, First Citizens BancShares, Inc., resulting from their receipt of additional shares of that stock in connection with the merger, effective October 1, 2014, of First Citizens Bancorporation, Inc. (“Bancorp”) into and with the Issuer and in exchange for shares of Bancorporation’s common stock held by them at the time of the merger.

This Statement relates to the Class A Common Stock, $1 par value per share (“Class A Common Stock”), of First Citizens BancShares, Inc. (the “Issuer”). The Issuer’s principal executive offices are located at 4300 Six Forks Road, Raleigh, North Carolina 27609.

This statement is filed jointly by Frank B. Holding and his spouse, Ella Ann L. Holding, and their five adult children, Frank B. Holding, Jr., Hope H. Bryant, Olivia B. Holding, Claire H. Bristow, and Carson H. Brice. The Reporting Persons are members of the same family, but each of them disclaims membership in a group. Their addresses are as follows:

During the last five years, none of the Reporting Persons have been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), nor have any of them been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which they were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Each of the Reporting Persons is a citizen of the United States of America.

Each of the Reporting Persons, and certain of the other individuals and entities listed in Item 5 below whose shares of Class A Common Stock may be deemed to be beneficially owned by one or more of the Reporting Persons, also was a shareholder of First Citizens Bancorporation, Inc. (“Bancorp”) which was merged into and with the Issuer effective October 1, 2014 (the “Merger”). In connection with the Merger, each of Bancorp’s shareholders became entitled to receive four shares of Class A Common Stock and $50.00 in cash for each of their shares of Bancorp common stock, unless they elected instead to receive 3.58 shares of Class A Common Stock and 0.42 shares of the Issuer’s Class B Common Stock which is a separate class of stock. Each of the Reporting Persons and those other individuals and entities that held Bancorp common stock are receiving Class A Common Stock and cash for each of their Bancorp shares. The additional shares of Class A Common Stock received by them in connection with the Merger are described in this Schedule 13D/A.

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The shares of the Issuer’s Class A Common Stock previously held individually by Frank B. Holding and Ella Ann L. Holding were acquired with their personal funds. The shares previously held individually by Frank B. Holding, Jr., Hope H. Bryant, Olivia B. Holding, Claire H. Bristow and Carson H. Brice were acquired primarily through gifts from their parents, Frank B. Holding and Ella Ann L. Holding, and in part with their personal funds, and shares previously held by their children were acquired through gifts from them and Frank B. Holding and Ella Ann L. Holding. Shares previously held by the various entities listed in the tables below were acquired by those entities with their separate funds or, in the case of the two charitable foundations, contributions by Frank B. Holding and Ella Ann L. Holding.

The additional shares of Class A Common Stock acquired by the Reporting Persons and other named individuals and entities were received in the Merger in exchange for their respective shares of Bancorp common stock. Frank B. Holding, Jr., Hope H. Bryant, and Claire H. Bristow’s spouse, Peter M. Bristow, serve as executive officers and directors of the Issuer and, therefore, participate with the Issuer’s management and Board of Directors in the making of policy, and the consideration of and taking of action on significant corporate events, involving the Issuer. Until April 29, 2014, Frank B. Holding served as Executive Vice Chairman and a director of the Issuer. However, shares of Class A Common Stock beneficially owned by each of them and by each of the other individuals and entities named in the tables below are held as described below for investment purposes.

The following tables list shares of the Issuer’s Class A Common Stock as to which each of the Reporting Persons may be considered to have sole or shared voting and/or dispositive power as of the filing date of this Schedule 13D/A, and the percentage of the outstanding shares of the Issuer’s Class A Common Stock represented by the shares listed for each Reporting Person. In the aggregate, the reporting persons may be considered to beneficially own 3,587,960 shares of Class A Common Stock, or approximately 32.6% of the outstanding shares of that class. Other entities in which certain of the Reporting Persons are shareholders and serve as directors hold 341,963 shares of Class A Common Stock, or approximately 3.1% of the outstanding shares of the class. The Reporting Persons disclaim voting and dispositive power with respect to the shares held by those other entities. In addition to the shares of Class A Common Stock described in the tables below, the Reporting Persons may be considered to beneficially own, in the aggregate, approximately 69.8% of the outstanding shares of the Issuer’s Class B Common Stock, and other entities in which certain of the Reporting Persons are shareholders and serve as directors hold approximately 2.3% of the outstanding shares of that class. The Reporting Persons disclaim voting and dispositive power with respect to the shares held by those other entities.

All percentages of outstanding shares of Class A Common Stock and Class B Common Stock listed in this Schedule 13D/A are calculated based on the assumption that all of Bancorp’s shareholders will receive four shares of Class A Common Stock and cash in the Merger for their shares of Bancorp common stock and that no former shareholders of Bancorp will elect to instead receive a combination of 3.58 shares of Class A Common Stock and 0.42 shares of Class B Common Stock. Each of the Reporting Persons and the other listed individuals and entities that held Bancorp common stock are receiving Class A Common Stock and cash for each of their Bancorp shares. However, each other shareholder’s election may be made on or before December 5, 2014, and the exact numbers of outstanding shares of Class A Common Stock and Class B Common Stock following the Merger will depend on those other shareholders’ elections and will not be known until the election deadline has passed. To the extent that other former Bancorp shareholders elect to receive the combination of Class A Common Stock and Class B Common Stock for their Bancorp shares, the number of outstanding shares of Class A Common Stock following the Merger will be lower than the 11,023,462 shares assumed for purposes of the calculations in this Schedule 13D/A, and the percentages of outstanding Class A Common Stock beneficially owned by each of the Reporting Persons will be higher.

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Frank B. Holding. Mr. Holding is, or may be deemed to be, the beneficial owner of an aggregate of 1,750,060 shares of Class A Common Stock, amounting to 15.9% of the outstanding Class A Common Stock (based on a total of 11,023,462 shares assumed to be outstanding following the Merger). As reflected in the table below, those shares include shares held (i)  by Mr. Holding individually or in trusts, and (ii)  by his spouse individually or in trusts.

Mr. Holding and his spouse each receives, or has the sole or shared power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock beneficially owned by them, respectively. The distribution of dividends and sale proceeds from shares held by the trusts are determined based on the terms of the governing instruments of the trusts.

During the 60 days preceding the filing of this Schedule 13D/A, neither Mr. Holding nor any of the other holders of shares listed in the table above purchased or sold any shares of, or effected any other transactions in, Class A Common Stock, with the exception of their receipt of shares of Class A Common Stock in the Merger as described above, and a transfer of 325,089 shares to a revocable trust by Mr. Holding’s spouse.

Mr. Holding disclaims voting and dispositive power with respect to certain shares of the Issuer’s Class A Common Stock as follows:

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Ella Ann L. Holding. Mrs. Holding is, or may be deemed to be, the beneficial owner of an aggregate of 1,031,386 shares of Class A Common Stock, amounting to 9.4% of the outstanding Class A Common Stock (based on a total of 11,023,462 shares assumed to be outstanding following the Merger).

Mrs. Holding receives or has the sole or shared power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock beneficially owned by her individually. The distribution of dividends and sale proceeds from shares held by the trusts are determined based on the terms of the governing instruments of the trusts.

During the 60 days preceding the filing of this Schedule 13D/A, neither Mrs. Holding nor any of her trusts listed in the table above purchased or sold any shares of, or effected any other transactions in, Class A Common Stock, with the exception of their receipt of shares of Class A Common Stock in the Merger as described above, and a transfer by Mrs. Holding of 325,089 shares to her revocable trust.

Mrs. Holding disclaims voting and dispositive power with respect to certain shares of the Issuer’s Class A Common Stock as follows:

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Frank B. Holding, Jr. Mr. Holding, Jr. is, or may be deemed to be, the beneficial owner of an aggregate of 400,848 shares of Class A Common Stock, amounting to 3.6% of the outstanding Class A Common Stock (based on a total of 11,023,462 shares assumed to be outstanding following the Merger). As reflected in the table below, those shares include shares held (i)  by Mr. Holding, Jr. individually and as beneficiary of a trust, (ii)  by his spouse and children, and by him as custodian for his children, (iii)  by him as co-trustee of a revocable trust for the benefit of his father, Frank B. Holding, and (iv)  by two charitable foundations of which he serves as an officer and director and, as a result, may be considered to have shared voting and investment power.

In addition to the shares listed in the table above, Mr. Holding, Jr. has been appointed as one of two attorneys-in-fact for his father, Frank B. Holding, and, as a result, he may be considered to have shared voting and dispositive power with respect to the total of 711,274 additional shares held by Frank B. Holding individually and through his grantor retained annuity trust. Those shares are not listed in Mr. Holding, Jr.‘s table or included in his percentage above.

Mr. Holding, Jr. receives or has the sole or shared power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock beneficially owned by him individually or as a trust beneficiary, and his spouse and children receive or have the power to direct the receipt of dividends and sale proceeds from shares held by each of them individually. Mr. Holding, Jr., for the benefit of his children, receives or has the power to direct the receipt of dividends and sale proceeds from the shares held by him as custodian. The distribution of dividends and sale proceeds from shares held by Mr. Holding, Jr. as co-trustee is determined based on the terms of the governing instruments of the trust. The Foundations listed above receive, or their management has the power to direct the receipt of, dividends and sale proceeds from the shares they hold.

During the 60 days preceding the filing of this Schedule 13D/A, neither Mr. Holding, Jr. nor any of the other holders of shares listed in the table above purchased or sold any shares, or effected any other transactions in, Class A Common Stock, with the exception of their receipt of shares of Class A Common Stock in the Merger as described above.

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Mr. Holding, Jr. disclaims voting and dispositive power with respect to certain shares of the Issuer’s Class A Common Stock as follows:

Hope H. Bryant. Ms. Bryant is, or may be deemed to be, the beneficial owner of an aggregate of 549,424 shares of Class A Common Stock, amounting to 5.0% of the outstanding Class A Common Stock (based on a total of 11,023,462 shares assumed to be outstanding following the Merger). As reflected in the table below, those shares include shares held (i)  by Ms. Bryant individually and as beneficiary of a trust, (ii)  by her as custodian for her children and as trustee for the benefit of others, (iii)  by various trusts for which she directs the assets of the trusts, and (iv)  by two charitable foundations and three other entities of which she serves as an officer and director and, as a result, may be considered to have shared voting and investment power.

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Ms. Bryant and her children receive or have the sole or shared power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock beneficially owned by her, individually or as a trust beneficiary, and by her children, respectively. She, for the benefit of her children, receives or has the power to direct the receipt of dividends and sale proceeds from the shares held by her as custodian. The distribution of dividends and sale proceeds from shares held by Ms. Bryant as trustee is determined based on the terms of the governing instruments of those trusts. Each of the entities listed above receives, or its management has the power to direct the receipt of, dividends and sale proceeds from the shares it holds.

During the 60 days preceding the filing of this Schedule 13D/A, neither Ms. Bryant nor any of the other holders of shares listed in the table above purchased or sold any shares of, or effected any other transactions in, Class A Common Stock, with the exception of their receipt of shares of Class A Common Stock in the Merger as described above.

Ms. Bryant disclaims voting and dispositive power with respect to certain shares of the Issuer’s Class A Common Stock as follows:

Olivia B. Holding. Ms. Holding is, or may be deemed to be, the beneficial owner of an aggregate of 509,720 shares of Class A Common Stock, amounting to 4.6% of the outstanding Class A Common Stock (based on a total of 11,023,462 shares assumed to be outstanding following the Merger). As reflected in the table below, those shares include shares held (i)  by Ms. Holding individually and as beneficiary of a trust, (ii)  by her as trustee of a total of nine irrevocable trusts for the benefit of others, (iii)  by her as co-trustee of a revocable trust for the benefit of her father, Frank B. Holding, and (iv)  by two charitable foundations and four other entities of which she serves as manager or as an officer and director and, as a result, may be considered to have shared voting and investment power.

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In addition to the shares listed in the table above, Ms. Holding has been appointed as one of two attorneys-in-fact for her father, Frank B. Holding, and, as a result, she may be considered to have shared voting and investment authority with respect to the total of 711,274 additional shares held by him individually and through his grantor retained annuity trust. Those shares are not listed in Ms. Holding’s table or included in her percentage above.

Ms. Holding receives or has the sole or shared power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock beneficially owned by her individually or as a trust beneficiary. The distribution of dividends and sale proceeds from shares held by Ms. Holding as trustee or co-trustee is determined based on the terms of the governing instruments of those trusts. Each of the entities listed above receives, or their respective officers and directors or manager have the power to direct the receipt of, dividends and sale proceeds from the shares it holds.

During the 60 days preceding the filing of this Schedule 13D/A, neither Ms. Holding nor any of the other holders of shares listed in the table above purchased or sold any shares of, or effected any other transactions in, Class A Common Stock, with the exception of their receipt of shares of Class A Common Stock in the Merger as described above.

Ms. Holding disclaims voting and dispositive power with respect to certain shares of the Issuer’s Class A Common Stock as follows:

Claire H. Bristow. Mrs. Bristow is, or may be deemed to be, the beneficial owner of an aggregate of 316,968 shares of Class A Common Stock, amounting to 2.9% of the outstanding Class A Common Stock (based on a total of 11,023,462 shares assumed to be outstanding following the Merger). As reflected in the table below, those shares include shares held (i)  by Mrs. Bristow individually and as beneficiary of a trust, (ii)  by her spouse individually and as custodian and trustee for the benefit of their children, (iii)  by three limited liability companies managed by her spouse and beneficially owned by their children, (iv)  and by various trusts for which her spouse directs the assets of the trusts.

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Mrs. Bristow receives or has the sole or shared power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock beneficially owned by her individually or as a trust beneficiary. Mrs. Bristow’s spouse, for the benefit of their children, receives or has the power to direct the receipt of dividends and sale proceeds from the shares held by him as custodian. The distribution of dividends and sale proceeds from shares held by Mrs. Bristow’s spouse as trustee for their children, and by the limited liability companies, is determined by Mrs. Bristow’s spouse, as trustee or manager and are based on the terms of the governing instruments of those entities. The distribution of dividends and sale proceeds from various trusts where Mrs. Bristow’s spouse directs the assets of the trusts are determined by the trustees based on the terms of the governing instruments of the trusts.

During the 60 days preceding the filing of this Schedule 13D/A, neither Mrs. Bristow nor any of the other holders of shares listed in the table above purchased or sold any shares of, or effected any other transactions in, Class A Common Stock, with the exception of their receipt of shares of Class A Common Stock in the Merger as described above.

Mrs. Bristow disclaims voting and dispositive power with respect to certain shares of the Issuer’s Class A Common Stock as follows:

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Carson H. Brice. Mrs. Brice is, or may be deemed to be, the beneficial owner of an aggregate of 214,075 shares of Class A Common Stock, amounting to 1.9% of the outstanding Class A Common Stock (based on a total of 11,023,462 shares assumed to be outstanding following the Merger). As reflected in the table below, those shares include shares held (i)  by Mrs. Brice individually and as beneficiary of a trust, and (ii)  by her as custodian for her children.

Mrs. Brice receives or has the sole or shared power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock beneficially owned by her individually or as a trust beneficiary. She receives or has the power to direct the receipt of dividends and sale proceeds, for the benefit of her children, from the shares held by her as custodian.

During the 60 days preceding the filing of this Schedule 13D/A, neither Mrs. Brice nor any of the other holders of shares listed in the table above effected any transactions in Class A Common Stock, with the exception of their receipt of shares of Class A Common Stock in the Merger as described above.

Mrs. Brice disclaims voting and dispositive power with respect to certain shares of the Issuer’s Class A Common Stock as follows:

None.

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S IGNATURE

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.

October 14, 2014

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