UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report: ~~February~~May 731, 2019

(Date of earliest event reported)

PRINCIPAL EXCHANGE-TRADED FUNDS

(Exact name of registrant as specified in its charter)

Delaware	~~811~~001-~~23029~~37475	See Below
(State or other jurisdiction	(Commission file number)	(I.R.S. Employer
of incorporation)		Identification Number)

711 High Street, Des Moines, Iowa 50392

(Address of principal executive offices)

(515) 235-9328

(Registrant’s telephone number, including area code)

This Form 8-K relates to the ~~following~~Principal International Multi-Factor Index ETF (82-2444394) series of Principal Exchange-Traded Funds:.

Principal Contrarian Value Index ETF (82-2452455)

Principal International Multi-Factor Index ETF (82-2444394)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)

[ ] Pre-commencement communications pursuant to Rule 13e-4(17c) ~~CFR~~under the Exchange Act (17 CFR 240.~~14d~~13e-24(bc))

[Securities ]registered ~~Pre-commencement communications~~ pursuant to ~~Rule~~Section ~~13e-4~~12(cb) ~~under~~of the ~~Exchange~~ Act:

~~(17~~Title ~~CFR~~of ~~240.13e-4~~each class Trading Symbol(cs)) Name of each exchange on which registered Principal International Multi-Factor Index ETF PXUS The Nasdaq Stock Market LLC

~~__________________~~[ ] Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company [ ]

~~Item~~[ ~~3.01 Notice~~] ofIf ~~Delisting~~an oremerging ~~Failure~~growth company, indicate by check mark if the registrant has elected not to ~~Satisfy~~use athe ~~Continued~~extended ~~Listing~~transition ~~Rule~~period for complying with any new or ~~Standard;~~revised ~~Transfer~~financial accounting standards provided pursuant to Section 13(a) of ~~Listing~~the Exchange Act.

OnItem 3.01. ~~February~~Notice ~~7, 2019, the compliance staff (the “Staff”)~~ of ~~Nasdaq~~Delisting ~~provided~~or ~~written~~Failure ~~notice~~ to ~~Principal~~Satisfy ~~Exchange-Traded~~a ~~Funds~~Continued ~~(the “Trust”) that it is not in compliance with the continued listing standard set forth in Nasdaq~~ Listing Rule ~~5705(b)(9)(B)(i)(c)~~or ~~with~~Standard; ~~respect~~Transfer ~~to two~~ of ~~its series.~~ Listing Rule 5705(b)(9)(B)(i)(c) requires that, in order to comply with Nasdaq continued listing standards, a listed company (such as a series of the Trust) must maintain a minimum of 50 record and/or beneficial shareholders. Principal Contrarian Value Index ETF (Nasdaq Symbol: PVAL) and Principal International Multi-Factor Index ETF (Nasdaq Symbol: PXUS) (each, a “Fund” and collectively, the “Funds”), two series of the Trust, were each reported to have less than 50 record and/or beneficial shareholders.

InOn ~~accordance~~February ~~with~~7, ~~Nasdaq procedures~~2019, the ~~Trust~~compliance ~~may~~staff ~~submit~~of aNasdaq provided written ~~response~~notice to ~~the~~Principal ~~Staff~~Exchange-Traded ~~outlining~~Funds (the “Trust’s”) ~~plan~~that toit ~~regain~~is not in compliance with the continued listing standard set forth in Nasdaq Listing Rule 5705(b)(9)(B)(i)(c). ~~The Trust intends to submit such a response in a timely manner. If~~ (the ~~Staff~~“Listing ~~accepts~~Rule”) ~~the~~with ~~Trust’s~~respect ~~plan~~ to ~~regain~~Principal ~~compliance,~~International ~~the~~Multi-Factor ~~Staff~~Index ~~will~~ETF ~~grant an extension of up to 180 calendar days from the date of the Staff's letter~~ (~~February~~Nasdaq 7,Symbol: ~~2019~~PXUS) ~~for the Trust to evidence compliance~~ (the “~~Extension Date~~Fund”)., Ina ~~order~~series ~~for~~of ~~either~~the ~~Fund~~Trust. toThe ~~regain~~Listing ~~compliance,~~Rule ~~the~~requires ~~Trust~~that, ~~will~~in beorder ~~required~~ to ~~demonstrate~~comply ~~that~~with ~~such~~Nasdaq ~~Fund~~continued ~~has~~listing atstandards, ~~least~~a 50listed ~~record~~company ~~and/or~~(such ~~beneficial~~as ~~shareholders~~a asseries of the ~~Extension Date. If the~~ Trust) ismust ~~unable~~maintain toa ~~demonstrate~~minimum ~~that~~of ~~either Fund has at least~~ 50 record and/or beneficial shareholders ~~as of the Extension Date, the Staff may de-list such Fund~~. Alternatively, if the Trust does not submit the written response outlining its plan to regain compliance, or if the Staff does not accept the Trust's plan to regain compliance, the Staff may de-list the Funds.

On April 25, 2019, the Trust’s Board approved (i) a Plan of Liquidation and Termination for the Fund, (ii) the voluntary delisting of the Fund’s shares of beneficial interest (the “Shares”) from The Nasdaq Stock Market LLC (the “Exchange”), and (iii) the termination of registration of the Fund’s Shares under section 12 (b) of the Securities Exchange Act of 1934 (the “Act”) because the Fund was unable to regain compliance with the Listing Rule.

Pursuant to Rule 12d2-2(c)(2)(ii) of the Act, the Trust submitted a notice to the Exchange on May 31, 2019 notifying the Exchange of the Fund’s voluntary withdrawal of its Shares from listing on the Exchange and the Fund’s intention to terminate the registration of the Fund’s Shares under section 12 (b) of the Act.

Additionally, pursuant to Rule 12d2-2(c)(2)(iii) of the Act, the Trust published notice of its intention to withdraw the Fund’s Shares from listing on the Exchange and to terminate the registration of the Fund’s Shares under section 12 (b) of the Act by filing this Form 8-K with the Securities and Exchange Commission on May 31, 2019, which is also available on its website at https://www.principalfunds.com/fund/PXUS.

The Trust expects to file Form 25 on June 11, 2019 in order to withdraw the Fund’s Shares from listing on the Exchange and to terminate the Fund’s registration of the Fund’s Shares under section 12 (b) of the Act. It is anticipated that the delisting will become effective on June 21, 2019, 10 days after filing the Form 25. It is anticipated that the termination of registration will become effective on or before September 9, 2019, 90 days after filing the Form 25 . The Fund will liquidate following the delisting.

Forward-Looking Statements

This report contains certain forward-looking statements within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. These statements may include words such as “intend,” “anticipate,” “believe,” “expect,” “may” and other words and terms of similar meaning, including in connection with any discussion of the timing or nature of future performance or other events. Such forward-looking statements are subject to certain risks and uncertainties, including ~~whether~~when the Trust isexpects ~~able~~ to ~~regain~~file ~~compliance~~Form ~~with~~25, when the ~~Nasdaq~~delisting ~~continued~~will ~~listing~~be ~~standards~~effective, ~~whether~~when ~~either~~the ~~Fund~~termination isof ~~able~~registration towill ~~avoid~~be ~~potential de-listing~~effective, and other factors disclosed by the Trust from time to time in its filings with the Securities Exchange Commission. As a result of these factors, the Trust's actual results may differ materially from those indicated or implied by such forward- looking statements. Except as required by law, the Trust disclaims any obligation to publicly update such statements.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

PRINCIPAL EXCHANGE-TRADED FUNDS ~~By: /s/ Michael J. Beer Name: Michael J. Beer Title: Director, President and Chief Executive Officer~~

~~Date~~By: ~~February~~ /s/ ~~13,~~Michael ~~2019~~J. Beer

Name: Michael J. Beer


Title:	Director, President and Chief Executive Officer

Date: May 31, 2019

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