FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Cowles James C 		2. Issuer Name and Ticker or Trading Symbol

CITIGROUP INC [ C ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
CEO, Europe,Middle East&Africa
(Last)          (First)          (Middle)

CITIGROUP INC. CORP LAW DEPT, 153 EAST 53RD STREET, 19TH FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/20/2017
(Street)

NEW YORK, NY 10022
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   2/20/2017     F    21679.51   (1) D $60.12   292860.65   D    
Common Stock                  80   I   By Children  
Common Stock                  2000   I   By Trust  
Common Stock                  49.9   I   By 401(K) Plan  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Performance Share Unit     (2) (3) 2/20/2017     A      18278.01         (2) (3)   (2) (3) Common Stock   18278.01   $0.00   18278.01   (2) (3) D    

Explanation of Responses:
( 1)  Withholding of shares of common stock to satisfy tax withholding obligations in connection with the vesting of previously awarded stock.
( 2)  On February 18, 2014 the Reporting Person received from the Issuer a target award of 36,338.00 Performance Share Units ("PSUs"), with the possibility to earn from 0% to 100% 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 (ii) 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 18,278.01 PSUs.
( 3)  (Continuation of Footnote 2) Each PSU is payable only in cash which is expected to be delivered two-thirds on March 17, 2017 and the remainder on or about September 15, 2017. Each PSU delivered on March 17, 2017 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 February 13, 2017 through February 17, 2017, plus dividends declared on equivalent shares of the Issuer's common stock from December 31, 2013 through March 17, 2017. With respect to the remaining PSUs to be delivered on or about September 15, 2017, each PSU will be equivalent to the cash value of the average of the closing prices of one share of the Issuer's common stock for the period August 14, 2017 through August 18, 2017, plus dividends declared on equivalent shares of the Issuer's common stock from December 31, 2013 through August 20, 2017.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Cowles James C
CITIGROUP INC. CORP LAW DEPT
153 EAST 53RD STREET, 19TH FLOOR
NEW YORK, NY 10022

CEO, Europe,Middle East&Africa

Signatures
James C. Cowles by Joseph B. Wollard, Attorney-in-Fact 2/21/2017
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Citigroup (NYSE:C)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Citigroup Charts.
Citigroup (NYSE:C)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Citigroup Charts.