CITIGROUP INC — Director's Dealing 2014

Aug 18, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CITIGROUP INC (C)
CIK: 0000831001
Period of Report: 2014-08-15

Reporting Person: Gerspach John C (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-15	Common Stock	S	2000	$48.55	Disposed	218003.9	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	17470	Indirect
Common Stock	50000	Indirect

Footnotes

F1: Reflects a distribution of 22,530 shares to the Reporting Person on August 11, 2014 in accordance with the terms of the 2013 Grantor Retained Annuity Trust("GRAT"), of which he is the Trustee.

F2: On May 5, 2014 the Reporting Person transferred 50,000 shares to the 2014 GRAT, of which he is the Trustee.