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CITIGROUP INC Director's Dealing 2011

Oct 4, 2011

14792_dirs_2011-10-04_afd989a3-04a5-43f0-ad55-e6793fef443a.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CITIGROUP INC (C)
CIK: 0000831001
Period of Report: 2011-10-01

Reporting Person: PARSONS RICHARD D (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-10-01 Common Stock A 670.1 $27.9790 Acquired 14914.7 Indirect
2011-10-01 Common Stock A 5.0 $27.9790 Acquired 14919.7 Indirect
2011-10-01 Common Stock A 2.5 $27.9790 Acquired 13038.6 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 46,681.9 deferred units pursuant to the Citicorp Directors' Deferred Compensation Plan through which the Reporting Person has the right to acquire 1,367.8 shares of common stock.