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: ~~May~~August 3110, ~~2019~~2020

(Date of earliest event reported)

PRINCIPAL EXCHANGE-TRADED FUNDS

(Exact name of registrant as specified in its charter)

Delaware	~~001~~811-~~37475~~23029	See Below
(State or other jurisdiction	(Commission file number)	(I.R.S. Employer
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. Employer Identification Number)
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 ~~Principal~~following ~~International Multi-Factor Index ETF (82-2444394)~~ series of Principal Exchange-Traded Funds.:

Principal International Multi-Factor Core Index ETF (84-1766824)

Principal U.S. Small-MidCap Multi-Factor Core Index ETF (84-1797985)

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(c) under the Exchange Act (17 CFR 240.13e-4(c) )

__________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered Principal International Multi-Factor Core Index ETF ~~PXUS~~PDEV The Nasdaq Stock Market LLC Principal U.S. Small-MidCap Multi-Factor Core Index ETF PSM 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 [ ]~~

[Emerging ~~] If an emerging~~ growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

~~Item 3.01.~~If ~~Notice~~an ofemerging ~~Delisting~~growth orcompany, ~~Failure~~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. o

OnItem ~~February~~3.01 Notice ~~7, 2019, the compliance staff~~ of ~~Nasdaq~~Delisting ~~provided~~or ~~written~~Failure ~~notice~~ to ~~Principal~~Satisfy Exchange-Traded Funds (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) (the “Listing Rule”) with respect to Principal International Multi-Factor Index ETF (Nasdaq Symbol: PXUS) (the “Fund”), a ~~series~~Continued ~~of the Trust. The~~ Listing Rule ~~requires~~or ~~that,~~Standard; inTransfer ~~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~~Listing.

On ~~April~~August 2510, ~~2019~~2020, the ~~Trust’s~~compliance ~~Board~~staff ~~approved~~ (ithe “Staff”) aof ~~Plan~~Nasdaq ofprovided ~~Liquidation~~written ~~and~~notice ~~Termination~~to ~~for~~Principal ~~the~~Exchange-Traded ~~Fund,~~Funds (iithe “Trust”) ~~the~~that ~~voluntary~~it ~~delisting~~is ofnot in compliance with the ~~Fund’s~~continued ~~shares~~listing ofstandard ~~beneficial~~set ~~interest~~forth in Nasdaq Listing Rule 5705(~~the~~b)(9)(B)(i)(c) ~~“Shares”~~with respect to two of its series. Listing Rule 5705(b)(9)(B)(i)(c) ~~from~~requires ~~The~~that, in order to comply with Nasdaq ~~Stock~~continued ~~Market~~listing ~~LLC~~standards, a listed company (such as a series of the ~~“Exchange”~~Trust), ~~and~~must ~~(iii)~~maintain ~~the~~a ~~termination~~minimum of ~~registration~~50 ofrecord ~~the~~and/or ~~Fund’s~~beneficial ~~Shares~~shareholders. ~~under~~Principal ~~section~~International 12Multi-Factor Core Index ETF (bNasdaq Symbol: PDEV) ofand ~~the~~Principal ~~Securities~~U.S. ~~Exchange~~Small-MidCap ~~Act~~Multi-Factor ofCore ~~1934~~Index ETF (Nasdaq Symbol: PSM) (each, a “Fund” and collectively, the “~~Act~~Funds”), ~~because~~two series of the ~~Fund~~Trust, ~~was~~were ~~unable~~each reported to ~~regain~~have ~~compliance~~less ~~with~~than ~~the~~50 ~~Listing~~record ~~Rule~~and/or beneficial shareholders.

~~Pursuant~~In accordance with Nasdaq procedures, the Trust may submit a written response to the Staff outlining the Trust’s plan to regain compliance with Listing Rule ~~12d2-2~~5705(cb)(29)(iiB)(i)(c). ofThe Trust intends to submit such a response in a timely manner. If the ~~Act,~~Staff accepts the Trust’s ~~submitted~~plan ato ~~notice~~regain compliance, the Staff will grant an extension of up to 180 calendar days from the ~~Exchange~~date onof ~~May~~the 31Staff's letter (August 10, ~~2019~~2020) ~~notifying~~for the ~~Exchange~~Trust ofto evidence compliance (the “Extension Date”). In order for either Fund’s ~~voluntary~~to ~~withdrawal~~regain ofcompliance, ~~its~~the ~~Shares~~Trust ~~from~~will ~~listing~~be onrequired to demonstrate that such Fund has at least 50 record and/or beneficial shareholders as of the ~~Exchange~~Extension Date. If the Trust is unable to demonstrate that either Fund has at least 50 record and/or beneficial shareholders as of the Extension Date, the Staff may de-list such Fund’s. ~~intention~~Alternatively, if the Trust does not submit the written response outlining its plan to ~~terminate~~regain compliance, or if the ~~registration~~Staff ofdoes not accept the ~~Fund’~~Trust's ~~Shares~~plan ~~under~~to ~~section~~regain 12compliance, ~~(b) of~~the Staff may de-list the ~~Act~~Funds.

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 ~~when~~whether the Trust ~~expects~~is able to ~~file~~regain ~~Form~~compliance ~~25,~~with ~~when~~ the ~~delisting~~Nasdaq ~~will~~continued belisting ~~effective~~standards, ~~when~~whether ~~the~~either ~~termination~~Fund ofis ~~registration~~able ~~will~~to beavoid ~~effective~~potential de-listing, 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/ Kamal Bhatia Name: Kamal Bhatia Title: President and Chief Executive Officer

ByDate: ~~/s/~~ August ~~Michael~~13, ~~J. Beer~~ 2020

Name: Michael J. Beer

Title: Director, President and Chief Executive Officer

Date: May 31, 2019

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