Form 8-A12B CITIGROUP INC
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) |
CITIGROUP GLOBAL MARKETS HOLDINGS INC. (Exact name of registrant as specified in its charter) |
DELAWARE (State of incorporation or organization) |
NEW YORK (State of incorporation or organization) |
52-1568099 (I.R.S. Employer Identification No.) |
11-2418067 (I.R.S. Employer Identification No.) |
388 Greenwich Street
New York, New York
(Address of principal executive offices)
10013
(Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to be so Registered | Name of Each Exchange on Which Each Class is to be Registered |
Medium-Term Senior Notes, Series N, Callable Fixed Rate Notes Due December 18, 2035 | New York Stock Exchange |
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) or (e), check the following box. ☒:
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) or (e), check the following box. ☐
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement file numbers to which this form relates: | 333-224495, 333-224495-03 |
Securities to be registered pursuant to Section 12(g) of the Act: |
None |
Item 1. | Description of Registrants’ Securities to be Registered. |
The description of the Medium-Term Senior Notes, Series N, Callable Fixed Rate Notes Due December 18, 2035 (the “Notes”) of Citigroup Global Markets Holdings Inc. and the description of Citigroup Inc.’s guarantee of the Notes, each to be registered hereunder, is contained in (i) the Pricing Supplement relating to the Notes, dated December 16, 2020, to the Registrants’ Prospectus and Prospectus Supplement, each dated May 14, 2018 (the “Prospectus”), included in the Registrants’ Registration Statement on Form S-3 (File Nos. 333-224495 and 333-224495-03), as amended, (ii) the section captioned “Description of the Notes” in the Registrants’ Prospectus Supplement, dated May 14, 2018, 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.
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 17, 2020
CITIGROUP INC. | ||||
By: | /s/ | |||
Name: | Elissa Steinberg | |||
Title: | Assistant Treasurer | |||
CITIGROUP GLOBAL MARKETS HOLDINGS INC. | ||||
By: | /s/ | |||
Name: | Gonzalo Martin | |||
Title: | Treasurer |