SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* CITIGROUP INC (Last) (First) (Middle) 399 PARK AVENUE 3RD FLOOR (Street) NEW YORK NY 10043 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/26/2008	3. Issuer Name and Ticker or Trading Symbol TAILWIND FINANCIAL INC. [ TNF ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $.001 per share	1,250,000(1)	I	By Subsidiary(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant	10/18/2007	10/18/2010	Common Stock, par value $.001 per share	1,250,000(2)	$6	I	By Subsidiary(2)

1. Name and Address of Reporting Person* CITIGROUP INC (Last) (First) (Middle) 399 PARK AVENUE 3RD FLOOR (Street) NEW YORK NY 10043 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CITIGROUP GLOBAL MARKETS HOLDINGS INC (Last) (First) (Middle) 388 GREENWICH STREET (Street) NEW YORK NY 10013 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CITIGROUP FINANCIAL PRODUCTS INC (Last) (First) (Middle) 388 GREENWICH STREET (Street) NEW YORK NY 10013 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CITIGROUP GLOBAL MARKETS INC (Last) (First) (Middle) 388 GREENWICH STREET (Street) NEW YORK NY 10013 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The shares of Common Stock ("Common") reported in Table I represents 1,250,000 Common beneficially owned by Citigroup Global Markets Inc. ("CGMI"). Citigroup Financial Products Inc. ("CFP") is the sole stockholder of CGMI. Citigroup Global Markets Holdings Inc. ("CGMHI") is the sole stockholder of CFP. Citigroup Inc. ("Citigroup") is the sole stockholder of CGMHI.

2. The Warrant shares ("Warrants") reported in Table II represent 1,250,000 warrants beneficially owned by CGMI. CFP is the sole stockholder of CGMI. CGMHI is the sole stockholder of CFP. Citigroup is the sole stockholder of CGMHI.

Remarks:

Pursuant to the restructuring announced on June 12, 2008 of Old Lane Partners, LLC ("Old Lane"), a Citigroup subsidiary, the securities reported in Table I and Table II in this Form 3 include Common and Warrants previously held by Old Lane which were transferred to CGMI on June 26, 2008.

	Citigroup Inc., By: /s/ Riqueza V. Feaster, Assistant Secretary	07/07/2008
	Citigroup Global Markets Holdings Inc., By: /s/ Riqueza V. Feaster, Assistant Secretary	07/07/2008
	Citigroup Financial Products Inc., By: /s/ Riqueza V. Feaster, Assistant Secretary	07/07/2008
	Citigroup Global Markets Inc., By: /s/ Riqueza V. Feaster, Assistant Secretary	07/07/2008
	** Signature of Reporting Person	Date
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