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
X
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*
CITIGROUP INC

(Last) (First) (Middle)
399 PARK AVENUE

(Street)
NEW YORK NY 10043

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
STRATOS INTERNATIONAL INC [ STLW ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
See General Remarks.
3. Date of Earliest Transaction (Month/Day/Year)
09/27/2005
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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, par value $0.01 09/27/2005 S 23,397 D $5.88 1,448,207 I By Subsidiary(1)
Series B Preferred Stock, par value $0.01 30,210 I By Subsidiary(1)
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
1. Name and Address of Reporting Person*
CITIGROUP INC

(Last) (First) (Middle)
399 PARK AVENUE

(Street)
NEW YORK NY 10043

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See General Remarks.
1. Name and Address of Reporting Person*
Citicorp Holdings Inc.

(Last) (First) (Middle)
399 PARK AVENUE

(Street)
NEW YORK NY 10043

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See General Remarks.
1. Name and Address of Reporting Person*
CITIBANK NA

(Last) (First) (Middle)
399 PARK AVENUE

(Street)
NEW YORK NY 10043

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See General Remarks.
1. Name and Address of Reporting Person*
CITICORP VENTURE CAPITAL LTD

(Last) (First) (Middle)
399 PARK AVENUE

(Street)
NEW YORK NY 10043

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See General Remarks.
Explanation of Responses:
1. The securities reported herein are directly beneficially owned by Citicorp Venture Capital Ltd. ("CVC"). CVC is a wholly owned subsidiary of Citibank, N.A. Citibank, N.A. is a wholly owned subsidiary of Citicorp Holdings Inc. ("CHI"). CHI is a wholly owned subsidiary of Citigroup Inc. ("Citigroup"). Citigroup, CHI and Citibank, N.A. disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interests therein.
Remarks:
Although the Reporting Persons were previously the beneficial owners of more than 10% of the Issuer's securities ("10% Owners"), as a result of the transaction reported herein, the Reporting Persons are no longer 10% Owners. In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998), this filing reflects securities beneficially owned by Citigroup, a holding company for a global financial services group, on behalf of itself and its subsidiaries, excluding the Citigroup Asset Management business unit ("CAM"). CAM, its executive officers and directors and its direct and indirect subsidiaries may beneficially own securities of Stratos International Inc., and such securities are not reported in this filing. Citigroup disclaims beneficial ownership of securities beneficially owned by CAM, and CAM disclaims beneficial ownership of the securities reported herein.
Citigroup Inc., By: /s/ Ali L. Karshan, Assistant Secretary 09/28/2005
Citicorp Holdings Inc., By: /s/ Kenneth S. Cohen, Assistant Secretary 09/28/2005
Citibank, N.A., By: /s/ Ali L. Karshan, Assistant Secretary 09/28/2005
Citicorp Venture Capital Ltd., By: /s/ Anthony P. Mirra, Vice President 09/28/2005
** 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.