Securities Registration (section 12(b)) (8-a12b)
December 08 2016 - 1:14PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CITIGROUP INC.
(Exact name of registrant as specified
in its charter)
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CITIGROUP GLOBAL MARKETS HOLDINGS
INC.
(Exact name of registrant as specified
in its charter)
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DELAWARE
(State of incorporation or organization)
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NEW YORK
(State of incorporation or organization)
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52-1568099
(I.R.S. Employer Identification No.)
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11-2418067
(I.R.S. Employer Identification No.)
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388 Greenwich Street
New York, New York
(Address of principal executive offices)
10013
(Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class to be so Registered
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Name of Each Exchange on Which
Each Class is to be Registered
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VelocityShares
TM
3x Long Crude Oil ETNs linked to the S&P GSCI
®
Crude Oil Index ER due December 15, 2031
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NYSE Arca
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VelocityShares
TM
3x Inverse Crude Oil ETNs linked to the S&P GSCI
®
Crude Oil Index ER due December 15, 2031
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NYSE Arca
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If this form relates to the registration of a class
of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the
following box. [x]:
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If this form relates to the registration of a class
of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the
following box. [ ]
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Securities Act registration statement file numbers to which this form relates:
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333-214120, 333-214120-03
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Securities to be registered pursuant to Section 12(g) of the Act:
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None
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Item 1. Description of Registrants’ Securities to be
Registered.
The description of the VelocityShares
TM
3x Long Crude
Oil ETNs linked to the S&P GSCI
®
Crude Oil Index ER due December 15, 2031 (the “3x Long Crude Oil ETNs”)
of Citigroup Global Markets Holdings Inc., the description of the VelocityShares
TM
3x Inverse Crude Oil ETNs linked
to the S&P GSCI
®
Crude Oil Index ER due December 15, 2031 (the “3x Inverse Crude Oil ETNs,” and
together with the 3x Long Crude Oil ETNs,” the “Notes”) of Citigroup Global Markets Holdings Inc. and the description
of Citigroup Inc.’s guarantee of the Notes, all of which to be registered hereunder, is contained in (i) the Pricing Supplement
relating to the Notes, dated December 8, 2016, to the Registrants’ Prospectus, dated October 14, 2016 (the “Prospectus”),
included in the Registrants’ registration statement on Form S-3 (File Nos. 333-214120 and 333-214120-03), as amended, (ii)
the section captioned “Description of the Notes” in the Registrants’ Prospectus Supplement, dated October 14,
2016, to the Prospectus and (iii) the section captioned “Description of Debt Securities” in the Prospectus, and such
Pricing Supplement, Prospectus Supplement and Prospectus are incorporated herein by reference.
The outstanding principal amount of the
Notes registered hereby may be increased from time to time in the future due to further issuances of Notes having substantially
the same terms. If any such additional Notes are issued, a pricing supplement relating to those Notes will be filed with the Securities
and Exchange Commission and will be incorporated herein by reference.
Item 2.
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Exhibits.
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3.1
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Restated Certificate of Incorporation of Citigroup Inc., as amended to date, incorporated herein by reference to Exhibit 3.01 to Citigroup Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016 (File No. 001-09924).
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3.2
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By-Laws of Citigroup Inc., as amended to date, incorporated herein by reference to Exhibit 3.1 to Citigroup Inc.’s Current Report on Form 8-K filed October 27, 2015 (File No. 001-09924).
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3.3
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Restated Certificate of Incorporation of Citigroup Global Markets Holdings Inc., incorporated herein by reference to Exhibit 4.7 to the Registrants’ Registration Statement (File Nos. 333-192302 and 333-192302-06).
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3.4
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By-Laws of Citigroup Global Markets Holdings Inc., as amended, effective February 6, 2007, incorporated herein by reference to Exhibit 4.8 to the Registrants’ Registration Statement (File Nos. 333-192302 and 333-192302-06).
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4.1
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Senior Debt Indenture, which includes the Citigroup Inc. guarantee, among Citigroup Global Markets Holdings Inc., as issuer, Citigroup Inc., as guarantor, and The Bank of New York Mellon, as trustee, incorporated herein by reference to Exhibit 4.1 to Citigroup Inc.’s Current Report on Form 8-K filed March 9, 2016 (File No. 001-09924).
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4.2
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Form of Citigroup Global Markets Holdings Inc. Medium-Term Senior Notes, Series N, incorporated herein by reference to Exhibit 4.34 to the Registrants’ Registration Statement (File Nos. 333-192302 and 333-192302-06).
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
Date: December 8, 2016
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CITIGROUP INC.
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By:
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/s/ Barbara Politi
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Name:
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Barbara Politi
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Title:
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Assistant Secretary
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CITIGROUP GLOBAL MARKETS HOLDINGS INC.
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By:
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/s/ Gonzalo Martin
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Name:
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Gonzalo Martin
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Title:
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Treasurer
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