FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * CORBAT MICHAEL 2. Issuer Name and Ticker or Trading Symbol CITIGROUP INC [ C ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Executive Officer
(Last)         (First)         (Middle)
CITIGROUP INC., CORPORATE LAW DEPT., 388 GREENWICH STREET
3. Date of Earliest Transaction (MM/DD/YYYY)
1/20/2021
(Street)
NEW YORK, NY 10013
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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  1/20/2021    F    52263.33 (1) D $63.69  591602.53  D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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 Units   (2)(3) 1/20/2021    A     29315.55       (2)(3)  (2)(3) Common Stock  29315.55  $0.00  29315.55  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 15, 2018 the Reporting Person received from the Issuer a target award of 101,088.12 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, 2020 (the "Performance Period") and (ii) the Issuer's average return on tangible common equity in 2020. Based on performance during the Performance Period, the Reporting Person is entitled to receive 29,315.55 PSUs.
(3)  (Continuation of Footnote 2) Each PSU is payable only in cash which is expected to be delivered on or about February 28, 2021. 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, 2021, plus dividends declared on equivalent shares of the Issuer's common stock from December 31, 2017 through February 28, 2021.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
CORBAT MICHAEL
CITIGROUP INC., CORPORATE LAW DEPT.
388 GREENWICH STREET
NEW YORK, NY 10013
X
Chief Executive Officer

Signatures
Michael L. Corbat by Joseph B. Wollard, Attorney-in-Fact 1/22/2021
**Signature of Reporting Person Date