Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
August 04 2015 - 5:20PM
Edgar (US Regulatory)
Citigroup Inc. |
Pricing
Sheet No. 2015-CMTNG0619 dated July 31, 2015 relating to
Preliminary
Pricing Supplement No. 2015-CMTNG0619 dated July 20, 2015
Registration
Statement No. 333-192302
Filed
Pursuant to Rule 433 |
672,429 Trigger
Jump Securities Based on the EURO STOXX 50® Index Due August 4, 2021
Principal at Risk Securities
PRICING TERMS—JULY 31, 2015 |
|
Underlying index: |
The EURO STOXX 50® Index (ticker symbol: “SX5E”) |
Aggregate stated principal amount: |
$6,724,290 |
Stated principal amount: |
$10 per security |
Pricing date: |
July 31, 2015 |
Issue date: |
August 5, 2015 |
Valuation date: |
July 30, 2021, subject to postponement if such date is not a scheduled trading day or if certain market disruption events occur |
Maturity date: |
August 4, 2021 |
Payment at maturity: |
For each $10 stated principal amount security you hold at maturity:
▪
If the final index level is greater than or equal to the initial index level:
$10 + the greater of (i) the fixed return amount and (ii) $10 × the index percent increase
▪
If the final index level is less than the initial index level but greater than or equal to the trigger level:
$10
▪
If the final index level is less than the trigger level:
$10 × the index performance factor
If the final index level is less than the trigger level, your
payment at maturity will be less, and possibly significantly less, than $6.50 per security. You should not invest in the securities
unless you are willing and able to bear the risk of losing a significant portion and up to all of your investment.
|
Initial index level: |
3,600.69, the closing level of the underlying index on the pricing date |
Final index level: |
The closing level of the underlying index on the valuation date |
Fixed return amount: |
$5.50 per security (55.00% of the stated principal amount). You will receive the fixed return amount only if the final index level is greater than or equal to the initial index level. |
Index performance factor: |
The final index level divided by the initial index level |
Index percent increase: |
The final index level minus the initial index level, divided by the initial index level |
Trigger level: |
2,340.449, 65.00% of the initial index level |
Listing: |
The securities will not be listed on any securities exchange |
CUSIP / ISIN: |
17323Q833 / US17323Q8336 |
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(2) |
Per security: |
$10.00 |
$0.30(2) |
$9.65 |
|
|
$0.05(3) |
|
Total: |
$6,724,290.00 |
$235,350.15 |
$6,488,939.85 |
(1) On the pricing date, the estimated value of the securities
is $9.483 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 $0.35 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 $0.30 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 July 20, 2015
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.
EURO STOXX 50® is a registered
trademark of STOXX Limited (“STOXX”) and has been licensed for use by Citigroup Inc. and its affiliates. The securities
are not sponsored, endorsed, sold, or promoted by STOXX. STOXX makes no representations or warranties to the owners of the securities
or any member of the public regarding the advisability of investing in the securities. STOXX has no obligation or liability in
connection with the operation, marketing, trading or sale of the securities.
Citigroup Inc. has filed a registration statement
(including the related preliminary pricing supplement, the accompanying product supplement, the accompanying underlying 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, the accompanying
product supplement, the accompanying underlying 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, the accompanying product supplement, the accompanying
underlying supplement and the accompanying prospectus supplement and prospectus by calling toll-free 1-800-831-9146.
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