SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Form 3 Holdings Reported.
X
Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
CITIGROUP INC

(Last) (First) (Middle)
399 PARK AVENUE

(Street)
NEW YORK NY 10043

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
EBS BUILDING LLC [ XXEBB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
See General Remarks.
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2004
4. 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 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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Class A Membership Units 11/04/2004 S4 1,597,450(1) D $1.16 0 I By Subsidiary(2)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
CITIGROUP INC

(Last) (First) (Middle)
399 PARK AVENUE

(Street)
NEW YORK NY 10043

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See General Remarks.
1. Name and Address of Reporting Person*
CITIGROUP HOLDINGS CO

(Last) (First) (Middle)
ONE RODNEY SQUARE

(Street)
WILMINGTON DE 19899

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See General Remarks.
1. Name and Address of Reporting Person*
CITICORP

(Last) (First) (Middle)
399 PARK AVENUE

(Street)
NEW YORK NY 10043

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See General Remarks.
1. Name and Address of Reporting Person*
CITICORP NORTH AMERICA INC

(Last) (First) (Middle)
388 GREENWICH STREET

(Street)
NEW YORK NY 10013

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See General Remarks.
1. Name and Address of Reporting Person*
CITIBANK NA

(Last) (First) (Middle)
399 PARK AVENUE

(Street)
NEW YORK NY 10043

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See General Remarks.
Explanation of Responses:
1. On November 4, 2004, Citibank, N.A. sold 755,926 Class A Membership Units and Citicorp North America, Inc. ("CNA") sold 804,024 Class A Membership Units in a privately negotiated transaction.
2. Citicorp is the sole stockholder of each of CNA and Citibank, N.A. Citigroup Holdings Company ("Citigroup Holdings") is the sole stockholder of Citicorp. Citigroup Inc. ("Citigroup") is the sole stockholder of Citigroup Holdings. Citicorp, Citigroup Holdings and Citigroup disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interests therein.
Remarks:
Although the Reporting Persons were previously the beneficial owners of more than 10% of the Issuer's securities ("10% Owners"), as a result of the transaction reported herein, (i) the Reporting Persons are no longer 10% Owners and (ii) Citibank, N.A. is no longer a Designation Member as defined in the Issuer's Members Agreement.
Citigroup Inc., By: /s/ Serena D. Moe, Assistant Secretary 02/14/2005
Citigroup Holdings Company, By: /s/ Serena D. Moe, Assistant Secretary 02/14/2005
Citicorp, By: /s/ Serena D. Moe, Assistant Secretary 02/14/2005
Citicorp North America, Inc., By: /s/ Kenneth S. Cohen, Secretary 02/14/2005
Citibank, N.A., By: /s/ Serena D. Moe, Assistant Secretary 02/14/2005
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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