SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility
Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
THOMPSON WILLIAM S

(Last) (First) (Middle)
CITIGROUP INC., CORPORATE LAW DEPT.
425 PARK AVENUE, 2ND FLOOR

(Street)
NEW YORK NY 10043

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CITIGROUP INC [ C ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2011
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/01/2011 A 486 (1) A $38.561 19,424 (7) (9) I By Trust
Common Stock 07/01/2011 A 1.8 (2) A $38.561 7,256.1 (3) (7) (8) (9) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Tangible Dividend Enhanced Common Stock (T-DECS) (4) (5) 12/15/2012 Common Stock (6) 4,900 I By Trust
Explanation of Responses:
1. Shares awarded under the Issuer's Compensation Plan for Non-Employee Directors.
2. Reinvestment of cash, including dividends and interest, under the Compensation Plan for Non-Employee Directors.
3. Reflects shares distributed to the Reporting Person in accordance with an election made under the Issuer's Compensation Plan for Non-Employee Directors.
4. Each T-DECS unit is convertible into the Issuer's common stock at a minimum price of $31.50 per share and a maximum price of $39.37 per share.
5. Each T-DECS unit may be converted into shares of the Issuer's common stock at any time prior to December 15, 2012.
6. Based on the Reporting Person's ownership of 4,900 T-DECS units, the Reporting Person has the right to acquire a minimum of 12,436 shares, and a maximum of 15,555 shares, of the Issuer's common stock.
7. All share totals have been adjusted to reflect the ten-for-one reverse split of the issuer's common stock that was effective, at the close of business, on May 6, 2011.
8. Reflects shares distributed to the Reporting Person in accordance with an election made under the Issuer's Compensation Plan for Non-Employee Directors.
9. Reflects 3,728 shares of deferred common stock which vested on 7/1/2011 and were transferred to the Reporting Person's Trust in accordance with his election.
William S. Thompson by Joseph B. Wollard, Attorney-in-Fact 07/06/2011
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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