CITIGROUP INC — Director's Dealing 2014

May 22, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CITIGROUP INC (C)
CIK: 0000831001
Period of Report: 2014-05-20

Reporting Person: THOMPSON WILLIAM S (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-20	Common Stock	P	21460	$46.60	Acquired	79880	Indirect
2014-05-20	Series K Depositary Shares	P	18768	$26.70	Acquired	18768	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6437.9	Direct

Footnotes

F1: This price represents the average purchase prices for multiple transactions reported on this line. The prices of the transactions reported on this line ranged from $46.565 to $46.625. Upon request by the SEC staff, the Issuer or a security holder of the Issuer, the Reporting Person will undertake to provide full information regarding the number of shares and prices at which the transactions were effected.

F2: Each Depositary Share represents a 1/1,000th interest in a share of the Issuer's 6.875% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series K.

F3: This price represents the average purchase prices for multiple transactions reported on this line. The prices of the transactions reported on this line ranged from $26.65 to $26.76. Upon request by the SEC staff, the Issuer or a security holder of the Issuer, the Reporting Person will undertake to provide full information regarding the number of shares and prices at which the transactions were effected.