SEC Form 4 · accession 0001209191-18-005214
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 22, 2018
Accepted (ET)
Jan 24, 2018 · 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 StockF1,F2 | Jan 22, 2018 | F | 22,133 | $78.19 | D | 247,777 | D | |
| Common StockF2 | holding | — | — | — | 24,933 | I | 2016 GRAT 1 | |
| Common StockF2 | holding | — | — | — | 25,952 | I | 2016 GRAT 2 | |
| Common StockF2 | holding | — | — | — | 2,082 | I | By Trust | |
| Common StockF3 | holding | — | — | — | 40,000 | I | 2017 GRAT 1 | |
| Common StockF4 | holding | — | — | — | 30,000 | I | 2017 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 UnitF5,F6 | — | Jan 22, 2018 | A | 39,492 | A | — | — | Common Stock | 39,492 | 39,492 | D |
Explanation of responses
- F1Withholding of shares of common stock to satisfy tax withholding obligations in connection with the vesting of previously awarded stock.
- F2Reflects 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.
- F3On 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.
- F4On 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.
- F5On 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.