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Form 4 CITIGROUP INC For: Jan 20 Filed by: Gerspach John C

January 22, 2016 5:44 PM EST
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Gerspach John C
(Last) (First) (Middle)
C/O CORPORATE LAW DEP'T, CITIGROUP INC.
601 LEXINGTON AVENUE 19TH FLOOR
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
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)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
01/20/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
 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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 01/20/2016   F   19,856.02 (1) D $ 40.2335 158,045.18 (2) D  
Common Stock               27,330 (3) I By 2014 GRAT 1
Common Stock               16,867 (4) I By 2014 GRAT 2
Common Stock               40,000 (5) I By 2015 GRAT 1
Common Stock               40,000 (6) I By 2015 GRAT 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 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: 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 (7) 01/20/2016   A   30,138.63   02/19/2016 (7) 02/19/2016 (7) Common Stock 30,138.63 $ 0 30,138.63 (7) 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. Includes 22,670 shares previously held through 2014 Grantor Retained Annuity Trust ("GRAT"-1), which were distributed to the Reporting person on May 21, 2015, and are now owned directly.
3. Reflects a distribution of 22,670 shares to the Reporting Person on May 21, 2015 in accordance with the terms of the 2014-1 GRAT, of which he is the Trustee.
4. Reflects a distribution of 18,133 shares to the Reporting Person on November 18, 2015 in accordance with the terms of the 2014 GRAT-2, of which he is the Trustee.
5. On May 21, 2015, the Reporting Person transferred 40,000 shares to the 2015 GRAT-1, of which he is the Trustee.
6. On November 4, 2015, the Reporting Person transferred 40,000 shares to the 2015 GRAT-2, of which he is the Trustee.
7. On February 19, 2013 the Reporting Person received from the Issuer a target award of 44,386.78Performance Share Units ("PSUs"), subject to increase up to 150%, or 66,580.17PSUs, and decrease to zero PSUs, based on (i) the Issuer's average return on assets over the three-year period ending on December 31, 2015 (the "Performance Period") and (2) 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 30,138.63PSUs. Each PSU is payable only in cash expected to be delivered on February 19, 2016, and is equivalent to the cash value of the average high and low price of one share of the Issuer's common stock on January 20, 2016, plus dividends declared on equivalent shares of the Issuer's common stock from December 31, 2012 through February 19, 2016.
John C. Gerspach by Joseph B. Wollard, Attorney-in-Fact 01/22/2016
** 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 Number.

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