X0306 4 2018-02-15 0 0000831001 CITIGROUP INC C 0001566749 Cowles James C CITIGROUP INC. CORP LAW DEPT 153 EAST 53RD STREET, 19TH FLOOR NEW YORK NY 10022 0 1 0 0 CEO, Europe,Middle East&Africa Common Stock 2018-02-15 4 A 0 24332.8 0.00 A 317193.45 D Common Stock 80 I By Children Common Stock 2000 I By Trust Common Stock 50.5175 I By 401(K) Plan Stock Unit 2018-02-15 4 A 0 4902.86 0.00 A Common Stock 4902.86 4902.86 D Award of deferred stock pursuant to the Issuer's 2014 Stock Incentive Plan. This award vests in four equal annual installments beginning on February 20, 2022; none of the award is eligible for immediate sale. The Stock Unit is a cash-settled award that vests immediately and will be distributed to the Reporting Person 12 months following the grant date (subject to tax withholding). Each Stock Unit is the economic equivalent of one share of the Issuer's common stock. The cash amount distributed to the Reporting Person will be determined by multiplying the total number of Stock Units by the average of the high and low prices of the Issuer's common stock on February 15, 2019. James C. Cowles by Joseph B. Wollard, Attorney-in-Fact 2018-02-16