CITIGROUP INC — Director's Dealing 2011

Dec 13, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CITIGROUP INC (C)
CIK: 0000831001
Period of Report: 2011-12-11

Reporting Person: PANDIT VIKRAM S (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-11	Common Stock	F	10118	$28.0200	Disposed	255615	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	195017	Indirect

Footnotes

F1: Withholding of shares of common stock to satisfy tax withholding obligations in connection with the vesting of previously awarded stock.

F2: On May 26, 2011 the Reporting Person transferred 29,117 shares to a Grantor Retained Annuity Trust ("GRAT"), of which he is the Trustee.