CITIGROUP INC — Director's Dealing 2011

May 18, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CITIGROUP INC (C)
CIK: 0000831001
Period of Report: 2011-05-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-17	Common Stock	A	240732	—	Acquired	294850	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-17	Employee Stock Options (Right to Buy)	$41.54	A	300000	Acquired	2021-05-17	Common Stock (300000)	Direct
2011-05-17	Employee Stock Options (Right to Buy)	$52.50	A	100000	Acquired	2021-05-17	Common Stock (100000)	Direct
2011-05-17	Employee Stock Options (Right to Buy)	$60.00	A	100000	Acquired	2021-05-17	Common Stock (100000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	165900	Indirect

Footnotes

F1: The award vests in three equal annual installments beginning on December 31, 2013, subject to certain vesting criteria.

F2: 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.

F3: The stock options vest in three equal annual installments beginning on the first anniversary of the grant date.