Edgar Filing: Citi Trends Inc

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Hampshire Equity Partners II, L.P.

2. Issuer Name and Ticker or Trading Symbol
Citi Trends Inc [CTRN]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
See Exhibit 99.1

(Last)

(First)

(Middle)

520 MADISON AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
05/23/2005

(Street)

NEW YORK, NY 10022

4. If Amendment, Date Original Filed(Month/Day/Year)
06/24/2005

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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 Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $.01 per share	05/23/2005		S		850,083	D	$ 14	6,696,321	D ⁽¹⁾
Common Stock, par value $.01 per share	05/23/2005		S		140,190	D	$ 14	1,115,296	D ⁽²⁾
Common Stock, par value $.01 per share	05/23/2005		S		2,803	D	$ 14	22,306	D ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Hampshire Equity Partners II, L.P. 520 MADISON AVENUE NEW YORK, NY 10022		X		See Exhibit 99.1
Hampshire Equity Partners Cayman D.B. II, LP 520 MADISON AVENUE NEW YORK, NY 10022				See Exhibit 99.1
Hampshire Equity Partners Cayman II LP 520 MADISON AVENUE NEW YORK, NY 10022				See Exhibit 99.1
Lexington Equity Partners Cayman II, LP 520 MADISON AVENUE NEW YORK, NY 10022				See Exhibit 99.1
Lexington Equity Partners II, L.P. 520 MADISON AVENUE NEW YORK, NY 10022				See Exhibit 99.1
Lexington Equity Partners II, Inc. 520 MADISON AVENUE NEW YORK, NY 10022		X		See Exhibit 99.1

Signatures

HAMPSHIRE EQUITY PARTNERS II, L.P. By: Lexington Equity Partners II, L.P., its General Partner By: Lexington Equity Partners II, Inc., its General Partner By: /s/ Gregory P. Flynn Name: Gregory P. Flynn Title: Vice President		04/03/2007
^**Signature of Reporting Person		Date
HAMPSHIRE EQUITY PARTNERS CAYMAN D.B. II, L.P. By: Lexington Equity Partners Cayman II, L.P., its General Partner By: Lexington Equity Partners II, Inc., its General Partner By: /s/ Gregory P. Flynn Name: Gregory P. Flynn Title: Vice President		04/03/2007
^**Signature of Reporting Person		Date
HAMPSHIRE EQUITY PARTNERS CAYMAN II, L.P. By: Lexington Equity Partners Cayman II, L.P., its General Partner By: Lexington Equity Partners II, Inc., its General Partner By: /s/ Gregory P. Flynn Name: Gregory P. Flynn Title: Vice President		04/03/2007
^**Signature of Reporting Person		Date
LEXINGTON EQUITY PARTNERS CAYMAN II, L.P. By: Lexington Equity Partners II, Inc., its General Partner By: /s/ Gregory P. Flynn Name: Gregory P. Flynn Title: Vice President		04/03/2007
^**Signature of Reporting Person		Date
LEXINGTON EQUITY PARTNERS II, L.P. By: Lexington Equity Partners II, Inc., its General Partner By:/s/ Gregory P. Flynn Name: Gregory P. Flynn Title: Vice President		04/03/2007
^**Signature of Reporting Person		Date
LEXINGTON EQUITY PARTNERS II, INC. By: /s/ Gregory P. Flynn Name: Gregory P. Flynn Title: Vice President		04/03/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	These shares are held in the name of Hampshire Equity Partners II, L.P. ("HEP II"). Lexington Equity Partners II, Inc. is the general partner of Lexington Equity Partners II, L.P., which is the general partner of HEP II. Lexington Equity Partners II, Inc. is the ultimate beneficial owner of all shares reported hereunder.
(2)	These shares are held in the name of Hampshire Equity Partners Cayman D.B. II, L.P. ("HEP D.B. II."). Lexington Equity Partners II, Inc. is the general partner of Lexington Equity Partners Cayman II, L.P., which is the general partner of HEP D.B. II. Lexington Equity Partners II, Inc. is the ultimate beneficial owner of all shares reported hereunder.
(3)	These shares are held in the name of Hampshire Equity Partners Cayman II, L.P. ("HEP Cayman II"). Lexington Equity Partners II, Inc. is the general partner of Lexington Equity Partners Cayman II, L.P., which is the general partner of HEP Cayman II. Lexington Equity Partners II, Inc. is the ultimate beneficial owner of all shares reported hereunder.
Remarks: The aggregate number of beneficially owned shares reported hereby was previously reported on a Form 4 filed on June 24, 2005. The aggregate beneficial ownership of the Reporting Persons has not changed since such filings.

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