Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-18-005214
Date:2018-01-22
Issuer: CITIGROUP INC (C)
Original Submission Date:

Reporting Person:

GERSPACH JOHN C
C/O CORPORATE LAW DEP'T, CITIGROUP INC.
153 EAST 53RD STREET, 19TH FLOOR NEW YORK, NY 10022

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2018-01-22 F 22,133 d $78.19 247,777 direct
COMMON STOCK 2018-01-22 0 $0.00 24,933 indirect
COMMON STOCK 2018-01-22 0 $0.00 25,952 indirect
COMMON STOCK 2018-01-22 0 $0.00 2,082 indirect
COMMON STOCK 2018-01-22 0 $0.00 40,000 indirect
COMMON STOCK 2018-01-22 0 $0.00 30,000 indirect
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
PERFORMANCE SHARE UNIT 0.0 2018-01-22 deemed execution date A 39,492 (a) common stock 39,492 $0.00 39,492 direct
Footnotes
IDfootnote
f1 withholding of shares of common stock to satisfy tax withholding obligations in connection with the vesting of previously awarded stock.
f2 reflects the following distributions from the reporting person's current and expired grantor retained annuity trusts ("grats") to the reporting person's direct holdings that occurred since his last form 4 filing on february 16, 2017: 14,890 shares from 2015 grat-1 on may 23, 2017; 15,067 shares from 2016 grat-1 on may 23, 2017; 14,827 shares from 2015 grat-2 on november 14, 2017; and 14,048 shares from 2016 grat-2 on november 14, 2017. in addition, on november 14, 2017, the reporting person transferred 2,082 shares from the expired 2015 grat-2 to a trust account of which he is the trustee.
f3 on may 11, 2017, the reporting person transferred 40,000 shares to the 2017 grantor retained annuity trust 1 ("grat 1"), of which he is the trustee.
f4 on november 14, 2017, the reporting person transferred 30,000 shares to the 2017 grantor retained annuity trust 2 ("grat 2"), of which he is the trustee.
f5 on february 16, 2015 the reporting person received from the issuer a target award of 41,526.60 performance share units ("psus"), with the possibility to earn from 0% to 150% of the target award, based on (i) the issuer's average return on assets over the three-year period ending on december 31, 2017 (the "performance period") and (2) the issuer's total shareholder return relative to the total shareholder return of certain of its peer financial services companies during the performance period. based on the adjustments described above, the reporting person is entitled to receive 39,491.79 psus.
f6 (continuation of footnote 5) each psu is payable only in cash which is expected to be delivered on february 16, 2018. each psu is equivalent to the cash value of the average of the closing prices of one share of the issuer's common stock for the period january 12, 2018 through january 19, 2018, plus dividends declared on equivalent shares of the issuer's common stock from december 31, 2014 through february 16, 2018.
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