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These excerpts taken from the C 8-K filed Jan 15, 2008. Conversion at the Option of Citigroup
On or after February 15, 2013, Citigroup may, at its option, at any time or from time to time cause some or all of the Convertible Preferred Stock to be converted into shares of Citigroup common stock at the then-applicable conversion rate. Citigroup may exercise this conversion right if, for 20 trading days within any period of 30 consecutive trading days ending on the trading day preceding the date Citigroup gives notice of conversion at its option, the closing price of Citigroup common stock exceeds 130% of the then-applicable conversion price of the Convertible Preferred Stock.
If less than all the shares of the Convertible Preferred Stock are converted, the conversion agent will select the Convertible Preferred Stock to be converted on a pro rata basis, by lot or in such other manner as the board of directors of Citigroup or any duly authorized committee of the
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board of directors may determine to be fair and equitable. If the conversion agent selects a portion of your Convertible Preferred Stock for partial conversion at the option of Citigroup and you convert a portion of the same share of Convertible Preferred Stock, the converted portion will be deemed to be from the portion selected for optional conversion.
If Citigroup exercises its conversion right with respect to some or all of the series of convertible preferred stock and related depositary shares being issued in concurrent private placements, including the Convertible Preferred Stock and the related depositary shares, then Citigroup will select among the various series and related depositary shares with respect to which it will exercise its conversion right on a pro rata basis, by lot or in such other manner as the board of directors of Citigroup or any duly authorized committee of the board of directors may determine to be fair and equitable.
To exercise the optional conversion right described above, Citigroup must provide a notice of such conversion to each holder of the Convertible Preferred Stock. The conversion date will be a date selected by Citigroup (the “optional conversion date”) and will be no more than 20 days after the date on which Citigroup provides such notice of optional conversion. In addition to any information required by applicable law or regulation, the notice of optional conversion and press release shall state, as appropriate:
· the optional conversion date;
· the number of shares of Citigroup common stock to be issued upon conversion of each share of Convertible Preferred Stock and, if less than all the shares of a holder are to be converted, the number of shares of the Convertible Preferred Stock to be converted; and
· the number of shares of Convertible Preferred Stock to be converted.
Conversion at the
Option of Citigroup. As described above under “Description of
Convertible Preferred Stock—Conversion Rights—Conversion at the Option of
Citigroup,” on or after February 15, 2013, Citigroup may, at its option, at any
time or from time to time cause some or all of the Convertible Preferred Stock
to be converted into shares of Citigroup common stock at the then-applicable
conversion rate. Citigroup may exercise
this conversion right if, for 20 trading days within any period of 30
consecutive trading days ending on the trading day preceding the date Citigroup
gives notice of conversion at its option, the closing price of Citigroup common
stock exceeds 130% of the then-applicable conversion price of the Convertible
Preferred Stock.
If Citigroup elects to exercise this option, the depositary shares will be converted into shares of Citigroup common stock upon the same terms and conditions as the Convertible Preferred Stock, except that the number of shares of Citigroup common stock received upon conversion of each depositary share will be equal to the number of shares of Citigroup common stock received upon conversion of each share of Convertible Preferred Stock divided by 1,000. In the event that the conversion of depositary shares into Citigroup common stock would result in the issuance of fractional shares, Citigroup will pay the holder of such depositary shares cash in lieu of such fractional shares as described above in “Description of Convertible Preferred Stock—Fractional Shares.”
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On any applicable conversion date, the record holders of depositary shares representing the Convertible Preferred Stock must deliver depositary receipts evidencing the depositary shares to be converted, together with a written notice of conversion and a proper assignment of the depositary receipts to Citigroup, to any transfer agent for the depositary shares, or in blank to the depositary or its agent. Each such conversion of depositary shares will be deemed to have been effected immediately prior to the close of business on the date on which the foregoing requirements shall have been satisfied, and the conversion will be at the conversion rate in effect at such time and on such date.
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