Sec Form 4 Filing - CITIGROUP INC @ CONSUMER PORTFOLIO SERVICES INC - 2018-07-10

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
CITIGROUP INC
2. Issuer Name and Ticker or Trading Symbol
CONSUMER PORTFOLIO SERVICES INC [ CPSS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
388 GREENWICH STREET
3. Date of Earliest Transaction (MM/DD/YY)
07/10/2018
(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 07/10/2018 X 2,000,000 A $ 0 ( 1 ) 2,000,000 I By Subsidiary ( 2 )
Common Stock 07/10/2018 S( 3 ) 5 D $ 4 1,999,995 I By Subsidiary ( 2 )
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
Warrants $ 0 ( 1 ) 07/10/2018 X 2,000,000 07/10/2008 07/10/2018 Common Stock 2,000,000 $ 0 0 I By Subsidiary ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CITIGROUP INC
388 GREENWICH STREET
NEW YORK, NY10013
X
Signatures
Citigroup Inc., By: /s/ Ronny Ostrow, Assistant Secretary 07/12/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The exercise price of the warrant securities ("Warrants") is $0.00001 per share of common stock.
( 2 )These Shares are beneficially owned by Citigroup Financial Products Inc. ("CFP"). Citigroup Global Markets Holdings Inc. ("CGM Holdings") is the sole stockholder of CFP. Citigroup Inc. ("Citigroup") is the sole stockholder of CGM Holdings.
( 3 )On July 10, 2018, the reporting person exercised a warrant to purchase 2,000,000 shares of the Issuer's common stock for $0.00001 a share. The reporting person paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 5 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 1,999,995 shares.

Remarks:
Although the reporting person was previously the beneficial owner of more than 10% of the Issuer's securities ("10% Owner"), as a result of changes to the total amount of common stock outstanding of the Issuer, the reporting person is no longer a 10% Owner.

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).
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