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: THOMPSON WILLIAM S (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-07-01	Common Stock	A	486	$38.561	Acquired	19424	Indirect
2011-07-01	Common Stock	A	1.8	$38.561	Acquired	7256.1	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Tangible Dividend Enhanced Common Stock (T-DECS)	$	2012-12-15	Common Stock ()	4900	Indirect

Footnotes

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

F2: Reinvestment of cash, including dividends and interest, under the Compensation Plan for Non-Employee Directors.

F3: Reflects shares distributed to the Reporting Person in accordance with an election made under the Issuer's Compensation Plan for Non-Employee Directors.

F4: Each T-DECS unit is convertible into the Issuer's common stock at a minimum price of $31.50 per share and a maximum price of $39.37 per share.

F5: Each T-DECS unit may be converted into shares of the Issuer's common stock at any time prior to December 15, 2012.

F6: Based on the Reporting Person's ownership of 4,900 T-DECS units, the Reporting Person has the right to acquire a minimum of 12,436 shares, and a maximum of 15,555 shares, of the Issuer's common stock.

F7: 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.

F8: Reflects shares distributed to the Reporting Person in accordance with an election made under the Issuer's Compensation Plan for Non-Employee Directors.

F9: Reflects 3,728 shares of deferred common stock which vested on 7/1/2011 and were transferred to the Reporting Person's Trust in accordance with his election.