SEC Form 4 · accession 0001209191-16-093247
CITIGROUP INC · C
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John C Gerspach
Officer — Chief Financial Officer
Period of report
Jan 20, 2016
Accepted (ET)
Jan 22, 2016 · 5:43 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 StockF1,F2 | Jan 20, 2016 | F | 19,856 | $40.2335 | D | 158,045 | D | |
| Common StockF3 | holding | — | — | — | 27,330 | I | By 2014 GRAT 1 | |
| Common StockF4 | holding | — | — | — | 16,867 | I | By 2014 GRAT 2 | |
| Common StockF5 | holding | — | — | — | 40,000 | I | By 2015 GRAT 1 | |
| Common StockF6 | holding | — | — | — | 40,000 | I | By 2015 GRAT 2 |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Share UnitF7 | — | Jan 20, 2016 | A | 30,139 | A | Feb 19, 2016 | Feb 19, 2016 | Common Stock | 30,139 | 30,139 | D |
Explanation of responses
- F1Withholding of shares of common stock to satisfy tax withholding obligations in connection with the vesting of previously awarded stock.
- F2Includes 22,670 shares previously held through 2014 Grantor Retained Annuity Trust ("GRAT"-1), which were distributed to the Reporting person on May 21, 2015, and are now owned directly.
- F3Reflects a distribution of 22,670 shares to the Reporting Person on May 21, 2015 in accordance with the terms of the 2014-1 GRAT, of which he is the Trustee.
- F4Reflects a distribution of 18,133 shares to the Reporting Person on November 18, 2015 in accordance with the terms of the 2014 GRAT-2, of which he is the Trustee.
- F5On May 21, 2015, the Reporting Person transferred 40,000 shares to the 2015 GRAT-1, of which he is the Trustee.
- F6On November 4, 2015, the Reporting Person transferred 40,000 shares to the 2015 GRAT-2, of which he is the Trustee.
- F7On February 19, 2013 the Reporting Person received from the Issuer a target award of 44,386.78Performance Share Units ("PSUs"), subject to increase up to 150%, or 66,580.17PSUs, 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 30,138.63PSUs. 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.