UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF FLORIDA 

PANAMA CITY DIVISION 

WESLEY ODOM, 

Plaintiff, 

v. Case No. 3:11 -cv- 00075 -RS -MD 

CITIGROUP GLOBAL MARKETS INC.; 

and CITIGROUP INC., 

Defendants. 

COMPLAINT CORRECTED AFTER INTERLINEATION 

Plaintiff, Wesley Odom ( "Odom "), pursuant to the Court's 

Order dated September 9, 2014, submits this Complaint Corrected 

After Interlineation against defendant Citigroup Global Markets 

Inc., and alleges:' 

Jurisdiction and Venue 

1. Odom is an individual residing in Pensacola, Florida. 

Odom graduated from Vanderbilt University in 1988 and thereafter 

served in the United States Navy for 11 years (almost 4 years of 

active duty and 7 years in the reserves). 

2. Citigroup Global Markets Inc. is a Delaware 

corporation with its principal place of business in New York. 

Counts I -II of the Complaint were previously settled between 

the parties. Counts IV -VI of the Complaint were dismissed on 

December 13, 2013 by the United States District Court for the 

Southern District of New York, after transfer to that Court by 

the Judicial Panel on Multidistrict Litigation. The Southern 

District of New York remanded Count III to this Court at the 

same time it dismissed Counts IV -VI. 

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3. Citigroup Inc. is a Delaware corporation with its 

principal place of business in New York, New York. 

4. This is an action for damages that exceed $15,000.00, 

exclusive of costs, interest and attorneys' fees. 

5. This Court has jurisdiction pursuant to Section 

26.012(2)(a), Florida Statutes. 

6. Venue is proper in this judicial circuit because the 

events giving rise to Odom's claims occurred here. 

Odom's Employment With Citigroup Global Markets Inc. 

7. From approximately May 11, 1992 to May 4, 2009, Mr. 

Odom was employed at a branch of Morgan Stanley Smith Barney, 

LLC, or its predecessor, as a financial advisor. On May 4, 

2009, Mr. Odom's employer was Citigroup Global Markets Inc. 

( "CGMI "). CGMI is referred to herein interchangeably as "CGMI" 

or "Smith Barney." 

8. During Odom's employment, CGMI was one of various 

affiliates of Citigroup Inc. ( "Citi ") that sponsored and managed 

investment funds sold by Citi. At all pertinent times, CGMI was 

part of Citigroup Asset Management ( "CAM "), a business unit of 

Citi that provides investment advisory and management services 

for Citi- sponsored funds. 

9. At all pertinent times, Citi owned 100% of CGMI's 

membership interests and CGMI's earnings were reported on Citi's 

balance sheets and financial statements. 

10. At all pertinent times, Citi controlled CGMI through a unified and interlocking management structure. Specifically, 

Odom's supervisor was Helene Botos. Ms. Botos, in turn, 

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reported to Mike Marciniak, a CGMI Regional Director in 

Sarasota. Mr. Marciniak, in turn, reported to Kirby Kiblinski, 

a CGMI officer in Atlanta. Mr. Kiblinski, in turn, reported to 

Citi's management and, ultimately, to Vikrim Pandit, Citi's CEO 

in New York. 

11. Pursuant to the terms of his employment with CGMI, a 

large portion of Odom's compensation was fee based. CGMI 

maintained a system whereby employees were paid in arrears. 

This meant that, for example, Odom received the compensation he 

earned during the first quarter of the year (January through 

March) as part of his June paycheck. 

12. During the course of Odom's employment, Citi and CGMI 

encouraged employees to purchase Citi stock and provided various 

programs to facilitate such purchases. As one example, CGMI 

offered a program pursuant to which employees could purchase 

shares of Citi stock at a 25% discount, but their ownership 

would not "vest" until two years after the purchase date. 

13. Odom purchased Citi stock at various times during the 

course of his employment with CGMI. Odom directly purchased 

approximately 10,233 shares of Citi stock during 2006 or in 

earlier years. Odom was also awarded options to purchase 

approximately 354 additional shares of Citi stock, at various 

prices, on June 30, 1998 (139 shares), June 30, 1999 (124 

shares) and June 30, 2000 (91 shares). Odom also purchased Citi 

stock through his 401(k) account in amounts currently unknown 

because Citi /CGMI has not provided a current statement of 

account, 

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Citi's Involvement in the Sub -Prime Mortgage Market 

14 -50. These paragraphs relate only to counts that have 

been settled or dismissed. 

Events Leading to Odom's Separation from CGMI 

51. Throughout 2008 CGMI management strongly encouraged 

its financial advisors to market Citi preferred securities to 

their clients. Odom's manager, Ms. Botos, was particularly 

vocal about this. In 2009, when the preferred market began to 

collapse, CGMI management informed its financial advisors that 

they were prohibited from advising clients to sell their Citi 

preferred securities. Instead, the financial advisors were 

instructed that they could only advise clients to buy Citi 

securities. 

52. In March or April 2009, during an internal conference 

call, CGMI management informed its financial advisors to 

encourage clients to establish Citigroup "Gold" accounts. These 

accounts offer competitive CD rates, but are burdened with very 

high monthly charges. In response to questions about why the 

company was encouraging sales of this product notwithstanding 

the expense, the financial advisors were told frankly that Citi 

was in need of cash and that they should inform their clients to 

support the firm. 

53. On May 4, 2009, Odom's manager, Ms. Botos, confronted 

Odom in his office. 

that the Citi /Smith 

fees and explaining 

he had indeed done 

She asked Odom if he was informing clients 

Barney point venture could result in higher 

the opt out procedure. Odom explained that 

so and further explained that his clients 

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deserved to know the material information necessary to make 

informed decisions. Ms. Botos informed Odom that she did not 

think Odom was allowed to provide such information to clients, 

but would "check with legal." Ms. Botos returned a short while 

later and demanded that Odom sign a letter of resignation, or 

she would have to fire him. She added, "You don't want me to 

fire you because it would tarnish your career in the industry." 

Unwilling to damage his heretofore laudable career, Odom 

reluctantly complied and provided a letter of resignation. 

54. Just prior to his resignation, Ms. Botos and others 

associated with CGMI or Citi pressured Odom to sign an 

additional document waiving and /or releasing his legal rights 

vis a vis CGMI and /or Citi. Odom refused to sign this document. 

55. CGMI failed to pay Odom over $20,000.00 in commissions 

due from January 1, 2009 through May 4, 2009. As previously 

noted, due to CGMI's compensation system, a large portion of the 

unpaid commissions were earned by Odom during the first quarter 

of 2009. 

56. In addition to the non - payment of commissions, Odom 

has lost in excess of $600,000.00 due to the decline in value of 

his Citi stock. These losses are the direct result of the 

actions of CGMI and /or Citi, including but not limited to: (1) 

misrepresenting the strength and viability of Citi from and 

after 2007; (2) prohibiting Odom from selling his Citi stock; 

and (3) prohibiting Odom from shorting his Citi stock. 

57. Odom has retained undersigned counsel to represent him 

in this matter and agreed to pay a reasonable attorneys' fee. 

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Counts I, II, IV, V and VI: 

58 -67, 78 -101. These paragraphs relate only to counts that 

have been settled or dismissed. 

Count III: 

Violation of Fla. Stat. Sec. 448.103 

68. This is a claim against CGMI for violation of the 

Florida Private Employee Whistle -Blower Act. 

69. Odom realleges and incorporates paragraphs 1 -13 and 

51 -57 as if fully set forth herein. 

70. At all material times, Odom was an "employee" of CGMI 

as that term is defined in the Florida Private Employee Whistle - Blower Act. 

71. At all material times, CGMI was a private corporation 

that employed ten or more persons, and is thus an "employer" as 

that term is defined in the Florida Private Employee Whistle - Blower Act. 

72. The Securities and Exchange Act of 1934 and Rule 10B -5 

prohibit misrepresentations and material omissions by financial 

advisors such as CGMI concerning securities they market and 

sell, such as Citi stock. 

73. Due to his background and experience as a licensed 

securities broker for more than 17 years, Odom was familiar with 

the Securities and Exchange Act and the duties of financial 

advisors in marketing the securities of publicly traded 

companies like Citi. 

74. Based upon his background and experience, Odom 

objectively and reasonably believed that CGMI was engaging in 

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unlawful activity by prohibiting its financial advisors from 

advising clients to sell their Citi preferred securities, 

encouraging clients to establish "Gold" accounts because Citi 

was in need of cash, and prohibiting advisors from advising 

clients regarding the financial impact of the Citi /CGMI joint 

venture and their ability to opt out. 

75. Odom objected to and refused to comply with CGMI's 

instructions with respect to the preferred securities, "Gold" 

accounts and endorsement of the Citi /CGMI joint venture. As a direct result, CGMI took retaliatory personnel action against 

him by demanding that he submit his resignation. CGMI also took 

retaliatory personnel action against Odom by denying his 

requests for a list of his clients upon his resignation, 

notwithstanding company policy to provide such a list to 

departing advisors. 

76. CGMI unlawfully demanded Odom's resignation based on 

his objection to and refusal to comply with its instructions, 

which Odom reasonably believed to be illegal, in violation of 

the Florida Private Employee Whistle -Blower Act. 

77. As a direct and proximate result of CGMI's violation 

of the Florida Private Employee Whistle -Blower Act, Odom has 

suffered lost wages and benefits, loss of clients, severe 

emotional distress, emotional pain, suffering, inconvenience, 

mental anguish and other non -pecuniary losses. 

FOR RELIEF, plaintiff Wesley Odom respectfully requests the 

Court to enter judgment against CGMI, granting relief including, 

but not limited to: 

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A. an award of compensatory damages in an amount to be 

proven at trial for all losses caused by defendant's misconduct; 

B. an award of the costs incurred in prosecuting this 

action; 

C. an award of pre- and post -judgment interest at the 

maximum rates allowed by law; 

D. pursuant to Section 448.104, Fla. Stat., an award of 

the attorneys' fees and costs incurred in prosecuting this 

claim; and 

E. such other relief as the Court deems just and 

equitable. 

Jury Demand 

Plaintiff hereby demands trial by jury of all issues so 

triable. 

AUSLEY & McMULLEN, P.A. 

/s /Martin B. Sipple 

Robert N. Clarke, Jr. 

Fla. Bar No. 0592900 

Martin B. Sipple 

Fla. Bar No. 0135399 

227 South Calhoun Street 

P.O. Box 391 (zip 32302) 

Tallahassee, Florida 32301 

(850) 224 -9115 - telephone 

and 

KIEVIT, ODOM & BARLOW 

Bradley S. Odom 

Fla. Bar No. 932868 

635 West Garden Street 

Pensacola, Florida 32502 

(850) 434 -3527 - telephone 

Attorneys for Plaintiff 

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CERTIFICATE OF SERVICE 

The undersigned certifies that a true and correct copy of 

the foregoing was served via the Court's ECF system the 23rd day 

of September, 2014, to: 

Tracy Nichols 

Holland & Knight LLP 

701 Brickell Ave., Ste. 3300 

Miami, Florida 33131 

Kevin W. Cox 

Holland & Knight LLP 

315 South Calhoun Street 

Suite 600 

Tallahassee, Florida 32301 

9 

/s /Martin B. Sipple 

Attorney 

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