Sec Form 4 Filing - Skyler Edward @ CITIGROUP INC - 2022-02-25

Insider filing report for Changes in Beneficial Ownership
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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
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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1. Name and Address of Reporting Person
Skyler Edward
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)
Head of Global Public Affairs
(Last) (First) (Middle)
CITIGROUP INC., CORPORATE LAW DEPT., 388 GREENWICH STREET
3. Date of Earliest Transaction (MM/DD/YY)
02/25/2022
(Street)
NEW YORK, NY10013
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 173,520.963 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 Units ( 1 ) 02/25/2022 A 23,258.8 ( 1 ) ( 1 ) Common Stock 23,258.8 $ 0 23,258.8 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Skyler Edward
CITIGROUP INC., CORPORATE LAW DEPT.
388 GREENWICH STREET
NEW YORK, NY10013
Head of Global Public Affairs
Signatures
Edward Skyler by Joseph B. Wollard, Attorney-in-Fact 02/25/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On February 14, 2019 the Reporting Person received from the Issuer a target award of 26,430.45 Performance Share Units ("PSUs"), with the possibility to earn from 0% to 150% of the target award, based on (i) the Issuer's cumulative earnings per share over the three-year period ending on December 31, 2021 (the "Performance Period") and (ii) the Issuer's average return on tangible common equity in 2021. Based on performance during the Performance Period, the Reporting Person is entitled to receive 23,258.80 PSUs. Each PSU is payable only in cash which is expected to be delivered on or about February 28, 2022. Each PSU is equivalent to the cash value of the average of the closing prices of one share of the Issuer's common stock on the New York Stock Exchange for the twenty trading days immediately preceding January 20, 2022, plus dividends declared on equivalent shares of the Issuer's common stock from December 31, 2018 through February 28, 2022.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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