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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Gerspach John C   2. Issuer Name and Ticker or Trading Symbol CITIGROUP INC [C] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O CORPORATE LAW DEP'T, CITIGROUP INC., 153 EAST 53RD STREET, 19TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 11/22/2016 (Street) NEW YORK, NY 10022 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) 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 11/22/2016   M   150,000 (1) A $ 49.1 402,269.09 (2) D   Common Stock 11/22/2016   F   141,576.63 (3) D $ 55.54 260,692.46 (2) D   Common Stock               14,890 (2) I By 2015 GRAT 1 Common Stock               16,909 (2) I By 2015 GRAT 2 Common Stock               40,000 (4) I By 2016 GRAT 1 Common Stock               40,000 (5) I By 2016 GRAT 2

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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 Underlying Securities (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

Employee Stock Options (Right to Buy)

$ 49.1

11/22/2016

M

150,000 (1)

02/14/2012

02/14/2017

Common Stock

150,000

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Gerspach John C C/O CORPORATE LAW DEP'T, CITIGROUP INC. 153 EAST 53RD STREET, 19TH FLOOR NEW YORK, NY 10022			Chief Financial Officer

Signatures

John C. Gerspach by Joseph B. Wollard, Attorney-in-Fact		11/23/2016
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	On February 14, 2011, the Issuer awarded 150,000 employee stock options to the Reporting Person in accordance with Rule 16b-3. The transactions reported on this Form 4 are exempted pursuant to Rule 16b-3.
(2)	Reflects the following distributions from the Reporting Person's current and expired Grantor Retained Annuity Trusts ("GRATs") to the Reporting Person's direct holdings that occurred since his last Form 4 filing on February 18, 2016: 27,330 shares from 2014 GRAT-1 on May 25, 2016; 25,110 shares from 2015 GRAT-1 on May 25, 2016; 23,091 shares from 2015 GRAT-2 on November 9, 2016; and 16,867 shares from 2014 GRAT-2 on November 13, 2016.
(3)	Payment of exercise price and tax liability by withholding securities incident to the exercise of employee stock options issued in accordance with Rule 16b-3.
(4)	On May 10, 2016, the Reporting Person transferred 40,000 shares to the 2016 GRAT-1, of which he is the Trustee.
(5)	On November 9, 2016, the Reporting Person transferred 40,000 shares to the 2016 GRAT-2, of which he is the Trustee.

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