CITIGROUP INC — Director's Dealing 2011

Jul 6, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CITIGROUP INC (C)
CIK: 0000831001
Period of Report: 2011-07-01

Reporting Person: ONEILL MICHAEL E (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-07-01	Common Stock	A	713.1	$38.561	Acquired	10018.6	Indirect
2011-07-01	Common Stock	A	1.4	$38.561	Acquired	10020	Indirect
2011-07-01	Common Stock	A	1.8	$38.561	Acquired	7256.1	Direct

Footnotes

F1: Deferred shares awarded under the Issuer's Compensation Plan for Non-Employee Directors.

F2: Represents deferred shares of common stock held by the Issuer for the benefit of the Reporting Person pursuant to the Issuer's Compensation Plan for Non-Employee Directors.

F3: Reinvestment of cash, including dividends and interest, under the Compensation Plan for Non-Employee Directors.

F4: Reflects 3,728.6 shares of deferred common stock which vested on 7/1/2011 and were transferred to the Reporting Person's deferred compensation account in accordance with the terms of the Issuer's Compensation Plan for Non-Employee Directors.

F5: All share totals have been adjusted to reflect the ten-for-one reverse split of the issuer's common stock that was effective, at the close of business, on May 6, 2011.