Jane Fraser - Feb 25, 2022 Form 4 Insider Report for CITIGROUP INC (C)

Role: Chief Executive Officer, Director
Signature: Jane Fraser by Joseph B. Wollard, Attorney-in-Fact
Stock symbol: C
Transactions as of: Feb 25, 2022
Transactions value $: $0
Form type: 4
Date filed: 2/25/2022, 06:45 PM
Previous filing: Feb 14, 2022
Next filing: Nov 22, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	C	Common Stock						322K	Feb 25, 2022	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	C	Performance Share Units	Award	$0	+37K		$0.00	37K	Feb 25, 2022	Common Stock	37K		Direct	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On February 14, 2019 the Reporting Person received from the Issuer a target award of 42,048.44 Performance Share Units ("PSUs"), with the possibility to earn from 0% to 150% of the target award, based on (i) the Issuer's cumulative earnings per share over the three-year period ending on December 31, 2021 (the "Performance Period") and (ii) the Issuer's average return on tangible common equity in 2021. Based on performance during the Performance Period, the Reporting Person is entitled to receive 37,002.63 PSUs. Each PSU is payable only in cash which is expected to be delivered on or about February 28, 2022. Each PSU is equivalent to the cash value of the average of the closing prices of one share of the Issuer's common stock on the New York Stock Exchange for the twenty trading days immediately preceding January 20, 2022, plus dividends declared on equivalent shares of the Issuer's common stock from December 31, 2018 through February 28, 2022.

Content

On February 14, 2019 the Reporting Person received from the Issuer a target award of 42,048.44 Performance Share Units ("PSUs"), with the possibility to earn from 0% to 150% of the target award, based on (i) the Issuer's cumulative earnings per share over the three-year period ending on December 31, 2021 (the "Performance Period") and (ii) the Issuer's average return on tangible common equity in 2021. Based on performance during the Performance Period, the Reporting Person is entitled to receive 37,002.63 PSUs. Each PSU is payable only in cash which is expected to be delivered on or about February 28, 2022. Each PSU is equivalent to the cash value of the average of the closing prices of one share of the Issuer's common stock on the New York Stock Exchange for the twenty trading days immediately preceding January 20, 2022, plus dividends declared on equivalent shares of the Issuer's common stock from December 31, 2018 through February 28, 2022.