Citigroup (C) Form 4 CITIGROUP / James C Cowles ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Cowles James C

(Last) (First) (Middle)

CITIGROUP INC. CORP LAW DEPT

153 EAST 53RD STREET, 19TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CITIGROUP INC [ C ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO, Europe,Middle East&Africa

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/20/2017		F		21,679.51(1)	D	$60.12	292,860.65	D
Common Stock								80	I	By Children
Common Stock								2,000	I	By Trust
Common Stock								49.9	I	By 401(K) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Share Unit	(2)(3)	02/20/2017		A		18,278.01		(2)(3)	(2)(3)	Common Stock	18,278.01	$0.00	18,278.01(2)(3)	D

Explanation of Responses:

1. Withholding of shares of common stock to satisfy tax withholding obligations in connection with the vesting of previously awarded stock.

2. On February 18, 2014 the Reporting Person received from the Issuer a target award of 36,338.00 Performance Share Units ("PSUs"), with the possibility to earn from 0% to 100% of the target award, based on (i) the Issuer's average return on assets over the three-year period ending on December 31, 2016 (the "Performance Period") and (ii) the Issuer's total shareholder return relative to the total shareholder return of certain of its peer financial services companies during the Performance Period. Based on the adjustments described above, the Reporting Person is entitled to receive 18,278.01 PSUs.

3. (Continuation of Footnote 2) Each PSU is payable only in cash which is expected to be delivered two-thirds on March 17, 2017 and the remainder on or about September 15, 2017. Each PSU delivered on March 17, 2017 is equivalent to the cash value of the average of the closing prices of one share of the Issuer's common stock for the period February 13, 2017 through February 17, 2017, plus dividends declared on equivalent shares of the Issuer's common stock from December 31, 2013 through March 17, 2017. With respect to the remaining PSUs to be delivered on or about September 15, 2017, each PSU will be equivalent to the cash value of the average of the closing prices of one share of the Issuer's common stock for the period August 14, 2017 through August 18, 2017, plus dividends declared on equivalent shares of the Issuer's common stock from December 31, 2013 through August 20, 2017.

Remarks:

	James C. Cowles by Joseph B. Wollard, Attorney-in-Fact	02/21/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.