SEC Form 4 · accession 0001209191-17-005388
CITIGROUP INC · C
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Don Callahan
Officer — Head of Operations&Technology
Period of report
Jan 20, 2017
Accepted (ET)
Jan 24, 2017 · 6:28 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 | Jan 20, 2017 | F | 21,232 | $56.575 | D | 300,631 | D | |
| 6.3% Noncumulative Preferred Stock, Series S | holding | — | — | — | 4,170 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Share UnitF2,F3 | — | Jan 20, 2017 | A | 20,509 | A | — | — | Common Stock | 20,509 | 20,509 | D |
Explanation of responses
- F1Withholding of shares of common stock to satisfy tax withholding obligations in connection with the vesting of previously awarded stock.
- F2On February 18, 2014 the Reporting Person received from the Issuer a target award of 40,774.00 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, 2016 (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 20,509.32 PSUs.
- F3(Continuation of Footnote 2) Each PSU is payable only in cash which is expected to be delivered on February 17, 2017. 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, 2017 through January 19, 2017, plus dividends declared on equivalent shares of the Issuer's common stock from December 31, 2013 through February 17, 2017.