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: PARSONS RICHARD D (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-07-01	Common Stock	A	486.2	$38.561	Acquired	14241.1	Indirect
2011-07-01	Common Stock	A	3.5	$38.561	Acquired	14244.6	Indirect
2011-07-01	Common Stock	A	1.8	$38.561	Acquired	13036.1	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: In addition, the Reporting Person directly beneficially owns 46,666.2939 deferred units pursuant to the Citicorp Directors' Deferred Compensation Plan through which the Reporting Person has the right to acquire 1,365.5 shares of common stock.

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.