As filed with the Securities and Exchange Commission on May 1, 2015

Registration No.                        

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

CITIGROUP INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware		52-1568099
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
399 Park Avenue New York, NY		10043
(Address of Principal Executive Offices)		(Zip Code)

Citi Head Office

Guarantee Plan

(Full Title of the Plan)

Rohan Weerasinghe

General Counsel

Citigroup Inc.

399 Park Avenue

New York, NY 10043

(Name and Address of Agent For Service)

(212) 559-1000

(Telephone Number, Including Area Code, of Agent For Service)

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer		x		Accelerated filer		¨
Non-accelerated filer		¨  (Do not check if a smaller reporting company)		Smaller reporting company		¨

 

 

CALCULATION OF REGISTRATION FEE

 

Title Of Securities To Be Registered		Amount To Be Registered		Proposed Maximum Offering Price Per Obligation(1)		Proposed Maximum Aggregate Offering Price		Amount Of Registration Fee
Deferred Compensation Obligations		$2,500,000		100%		$2,500,000		$290.50

(1)	Estimated solely for purposes of determining the registration fee.

 

 

 

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EXPLANATORY NOTE

This Registration Statement registers obligations of Citigroup Inc. to pay deferred compensation in the future (“Deferred Compensation Obligations”) in accordance with the terms of the Citi Head Office Guarantee Plan (the “Plan”). The Deferred Compensation Obligations registered on this Registration Statement are in addition to the Deferred Compensation Obligations previously registered on a Registration Statement on Form S-8 filed in connection with the Plan on January 24, 2008 (File No. 333-148846), the contents of which are hereby incorporated by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Citigroup Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on May 1, 2015.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement or amendment thereto has been signed below by the following persons in the capacities indicated on May 1, 2015.

 

Signatures		Title
/s/ Michael L. Corbat Michael L. Corbat		Chief Executive Officer and Director (Principal Executive Officer)
/s/ John C. Gerspach John C. Gerspach		Chief Financial Officer (Principal Financial Officer)
/s/ Jeffrey R. Walsh Jeffrey R. Walsh		Controller (Principal Accounting Officer)
* Duncan Hennes		Director
* Franz B. Humer		Director
* Michael E. O’Neill		Director (Chairman)
* Gary M. Reiner		Director
* Judith Rodin		Director

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Signatures		Title
* Anthony M. Santomero		Director
* Joan E. Spero		Director
* Diana L. Taylor		Director
* William S. Thompson		Director
* James S. Turley		Director

 

*By:		/s/ John C. Gerspach
		John C. Gerspach Attorney-in-Fact

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EXHIBIT INDEX

 

Exhibit Number		Description of Document
5.1		Opinion of Pamela Scott, with respect to the legality of the securities being registered
23.1		Consent of Pamela Scott (included in the opinion filed as Exhibit 5)
23.2		Consent of KPMG LLP
24.1		Powers of Attorney of the directors of the Registrant.