SEC Form 4 · accession 0001209191-16-093243

CITIGROUP INC · C

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Director

Period of report

Jan 20, 2016

Accepted (ET)

Jan 22, 2016 · 5:42 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000831001

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Jan 20, 2016	F	18,727	$40.2335	D	126,886	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Performance Share Unit^F2	—	Jan 20, 2016	A	32,457	A	Feb 19, 2016	Feb 19, 2016	Common Stock	32,457	32,457	D

F1Withholding of shares of common stock to satisfy tax withholding obligations in connection with the vesting of previously awarded stock, granted to the Reporting Person while he was an employee of the Issuer.
F2On February 19, 2013 the Reporting Person, while he was employed by the Issuer, received from the Issuer a target award of 47,801.15 Performance Share Units ("PSUs"), subject to increase up to 150%, or 71,701.73 PSUs, and decrease to zero PSUs, based on (i) the Issuer's average return on assets over the three-year period ending on December 31, 2015 (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 32,456.98 PSUs. Each PSU is payable only in cash expected to be delivered on February 19, 2016, and is equivalent to the cash value of the average high and low price of one share of the Issuer's common stock on January 20, 2016, plus dividends declared on equivalent shares of the Issuer's common stock from December 31, 2012 through February 19, 2016.