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Citigroup (C)

Filed: 18 Feb 21, 4:05pm
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM
8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
February 18, 2021 (February 17, 2021)
 
 
Citigroup Inc.
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
 
1-9924
 
52-1568099
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
388 Greenwich, New York, New York
 
10013
(Address of principal executive offices)
 
(Zip Code)
(212)
559-1000
(Registrant’s telephone number, including area code)
 
 
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
 
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
 
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
 
 
 

CITIGROUP INC.
Current Report on Form
8-K
 
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a) On February 17, 2021, Citigroup Inc. filed a Certificate of Designations with the Secretary of State of the State of Delaware, establishing the designations, preferences, powers and rights of the shares of a new series of Citigroup preferred stock, 3.875% Fixed Rate Reset Noncumulative Preferred Stock, Series X. The Certificate of Designations amended Citigroup’s Restated Certificate of Incorporation, as amended, and was effective immediately on filing.
A copy of the Certificate of Designations is being filed as an exhibit to this Form
8-K
and is incorporated herein by reference in its entirety.
 
Item 9.01
Financial Statements and Exhibits.
(d)    Exhibits:
 
Exhibit
No.
  Description
  1.1  Underwriting Agreement, dated February 10, 2021, among Citigroup Inc. and the underwriters named therein, relating to the offer and sale of Depositary Shares each representing a 1/25th interest in a share of 3.875% Fixed Rate Reset Noncumulative Preferred Stock, Series X, of Citigroup Inc.
  3.1  Certificate of Designations of 3.875% Fixed Rate Reset Noncumulative Preferred Stock, Series X, of Citigroup Inc.
  4.1  Deposit Agreement, dated February 18, 2021 among Citigroup Inc., Computershare Inc., a Delaware corporation, and its wholly-owned subsidiary Computershare Trust Company, N.A., a federally charted national association, jointly as Depositary, Computershare Trust Company N.A., as Registrar and Transfer Agent, and all holders from time to time of Receipts, Depositary Shares and the related 3.875% Fixed Rate Reset Noncumulative Preferred Stock, Series X of Citigroup Inc.
  5.1  Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
99.1  Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 as of the filing date
104  The cover page of this Current Report on Form
8-K,
formatted in Inline XBRL
 
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Dated February 18, 2021   CITIGROUP INC.
   By: /s/ Barbara Politi
   Barbara Politi
   Assistant Secretary
 
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