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Delaware
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52-1568099
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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388 Greenwich Street
New York, NY
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10013
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(Address of Principal Executive Offices)
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(Zip Code)
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Emerging growth company
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¨
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Title Of Securities
To Be Registered
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Amount
To Be
Registered
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Proposed
Maximum
Offering Price Per Share |
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Proposed
Maximum
Aggregate Offering Price |
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Amount Of
Registration Fee |
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Common Stock, $.01 par value per share (“Common Stock”)
(1)
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30,000,000
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$67.32
(2)
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$2,019,600,000
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$244,775.52
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(1)
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Represents Common Stock issuable under the Citigroup 2019 Stock Incentive Plan. In addition, this Registration Statement also relates to such indeterminable number of additional shares of Common Stock as may be issuable pursuant to stock splits, stock dividends or similar transactions.
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(2)
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Estimated pursuant to Rule 457(h) and 457(c) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of computing the registration fee, based on the average of the high and low sales prices of the Common Stock as reported in the consolidated reporting system on May 10, 2019.
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(a)
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(b)
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The Registrant’s
Quarterly Report on Form 10-Q for the quarter ended March 31, 2019
.
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(c)
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The Registrant's
Current Reports on Form 8-K filed on March 20, 2019
,
April 12, 2019
,
April 15, 2019
,
April 17, 2019
and
April 24, 2019
(except for any portions furnished pursuant to Item 2.02 or Item 7.01 thereof and any corresponding exhibits thereto not filed with the Commission).
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(d)
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All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since the end of the fiscal year covered by the annual report referred to in (a) above (other than portions of those documents furnished or not otherwise deemed to be filed).
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(e)
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The description of the Registrant’s Common Stock contained in the Registrant’s
Current Report on Form 8-K filed on May 11, 2009
, and any amendments or reports filed with the Commission for the purpose of updating such description.
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CITIGROUP INC.
(Registrant)
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By:
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/s/ MARK A. L. MASON
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Mark A. L. Mason
Chief Financial Officer |
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Signatures
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Title
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*
Renée J. James
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Director
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*
Eugene M. McQuade
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Director
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Diana L. Taylor
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Director
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James S. Turley
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Director
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Deborah C. Wright
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Director
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*
Ernesto Zedillo Ponce de Leon
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Director
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*By:
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/s/ MARK A. L. MASON
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Mark A. L. Mason
Attorney-in-Fact |
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Exhibit
Number |
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Description of Exhibit
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Very truly yours,
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/s/ PAMELA SCOTT
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Pamela Scott
Managing Director
General Counsel – ERISA, Compensation, and Benefits
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/s/ ELLEN M. COSTELLO
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Ellen M. Costello
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/s/ BARBARA J. DESOER
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Barbara J. Desoer
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/s/ JOHN C. DUGAN
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John C. Dugan
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/s/ DUNCAN P. HENNES
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Duncan P. Hennes
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/s/ PETER B. HENRY
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Peter B. Henry
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/s/ S. LESLIE IRELAND
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S. Leslie Ireland
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/s/ LEW W. (JAY) JACOBS
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Lew W. (Jay) Jacobs, IV
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/s/ RENÉE J. JAMES
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Renée J. James
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/s/ EUGENE M. MCQUADE
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Eugene M. McQuade
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/s/ D
IANA
L. T
AYLOR
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Diana L. Taylor
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/s/ J
AMES
S. T
URLEY
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James S. Turley
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/s/ DEBORAH C. WRIGHT
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Deborah C. Wright
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/s/ E
RNESTO
Z
EDILLO
P
ONCE
DE
L
EON
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Ernesto Zedillo Ponce de Leon
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