Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
July 02 2015 - 3:44PM
Edgar (US Regulatory)
Citigroup Inc. |
Pricing Sheet
No. 2015-CMTNG0555 dated June 30, 2015 relating to
Preliminary Pricing
Supplement No. 2015-CMTNG0555 dated May 28, 2015
Registration Statement
No. 333-192302
Filed Pursuant
to Rule 433 |
426,438 Trigger PLUS Based on Shares of the
WisdomTree India Earnings Fund Due July 5, 2018
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
PRICING TERMS—JUNE 30, 2015 |
|
Underlying shares: |
Shares of the WisdomTree India Earnings Fund (NYSE Arca symbol: “EPI”) (the “underlying share issuer” or “ETF”) |
Aggregate stated principal amount: |
$4,264,380 |
Stated principal amount: |
$10 per security |
Pricing date: |
June 30, 2015 |
Issue date: |
July 6, 2015 |
Valuation date: |
June 29, 2018, subject to postponement if such date is not a scheduled trading
day or if certain market disruption events occur |
Maturity date: |
July 5, 2018 |
Payment at maturity: |
For each $10 stated principal amount security you hold
at maturity:
▪
If the final share price is greater than the initial share price:
$10 + the leveraged return amount, subject to the maximum return at maturity
▪
If the final share price is less than or equal to the initial share price but greater than or equal to
the trigger price: $10
▪
If the final share price is less than the trigger price:
$10 × the share performance factor
If the final share price is less than the trigger
price, your payment at maturity will be less, and possibly significantly less, than $8.50 per security. You should not invest
in the securities unless you are willing and able to bear the risk of losing a significant portion of your investment. |
Initial share price: |
$21.67, the closing price of the underlying shares on the pricing date |
Final share price: |
The closing price of the underlying shares on the valuation date |
Share performance factor: |
The final share price divided by the initial share price |
Share percent increase: |
The final share price minus the initial share price, divided by the initial share price |
Leveraged return amount: |
$10 × the share percent increase × the leverage factor |
Leverage factor: |
200.00% |
Trigger price: |
$18.420, 85.00% of the initial share price |
Maximum return at maturity: |
$3.60 per security (36.00% of the stated principal amount). Because of the maximum return at maturity, the payment at maturity will not exceed $13.60 per security. |
Listing: |
The securities will not be listed on any securities exchange |
CUSIP / ISIN: |
17323B174 / US17323B1742 |
Underwriter: |
Citigroup Global Markets Inc. (“CGMI”), an affiliate of the issuer, acting as principal |
Underwriting fee and issue price: |
Issue price(1)(2) |
Underwriting fee |
Proceeds to issuer |
Per security: |
$10.00 |
$0.25(2) |
$9.70 |
|
|
$0.05(3) |
|
Total: |
$4,264,380.00 |
$127,931.40 |
$4,136,448.60 |
(1) On the pricing date, the estimated value of the securities
is $9.500 per security, which is less than the issue price. The estimated value of the securities is based on CGMI’s proprietary
pricing models and our internal funding rate. It is not an indication of actual profit to CGMI or other of our affiliates, nor
is it an indication of the price, if any, at which CGMI or any other person may be willing to buy the securities from you at any
time after issuance. See “Valuation of the Securities” in the related preliminary pricing supplement.
(2) CGMI, an affiliate of Citigroup Inc. and the underwriter
of the sale of the securities, is acting as principal and will receive an underwriting fee of $0.30 for each $10 security sold
in this offering. Certain selected dealers, including Morgan Stanley Wealth Management, and their financial advisors will collectively
receive from CGMI a fixed selling concession of $0.25 for each $10 security they sell. Additionally, it is possible that CGMI and
its affiliates may profit from hedging activity related to this offering, even if the value of the securities declines. See “Use
of Proceeds and Hedging” in the accompanying prospectus.
(3) Reflects a structuring fee payable to Morgan Stanley Wealth
Management by CGMI of $0.05 for each security.
You should read this document together
with the related preliminary pricing supplement and the other following documents, each of which can be accessed via the hyperlinks
below:
Preliminary
Pricing Supplement dated May 28, 2015
Product
Supplement No. EA-02-03 dated November 13, 2013 Prospectus
Supplement and Prospectus each dated November 13, 2013
The securities are not bank deposits
and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of,
or guaranteed by, a bank.
The securities represent obligations of Citigroup
Inc. only. WisdomTree Trust is not involved in any way in this offering and has no obligation relating to the securities or to
holders of the securities.
Citigroup Inc. has filed a registration statement
(including a related preliminary pricing supplement and the accompanying product supplement and the accompanying prospectus supplement
and prospectus) with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates.
You should read the related preliminary pricing supplement and the accompanying product supplement and the accompanying prospectus
supplement and prospectus in that registration statement (File No. 333-192302) and the other documents Citigroup Inc. has filed
with the SEC for more complete information about Citigroup Inc. and this offering. You may get these documents for free by visiting
EDGAR on the SEC’s website at www.sec.gov. Alternatively, you can request the related preliminary pricing supplement and
the accompanying product supplement and the accompanying prospectus supplement and prospectus by calling toll-free 1-800-831-9146.
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