Edgar Filing: Citi Trends Inc

Ownership Submission

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, 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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3235-0104

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Hampshire Equity Partners II, L.P.

2. Date of Event Requiring Statement (Month/Day/Year)
05/17/2005

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

(Last)

(First)

(Middle)

520 MADISON AVENUE

4. 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

5. If Amendment, Date Original Filed(Month/Day/Year)
05/17/2005

(Street)

NEW YORK,Â NYÂ 10022

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 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 $.01 per share	7,546,404 ⁽¹⁾	D ⁽²⁾	Â
Common Stock, par value $.01 per share	1,255,486	D ⁽³⁾	Â
Common Stock, par value $.01 per share	25,109	D ⁽⁴⁾	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options (1999 Stock Option Plan)	08/02/2003	08/02/2013	Common Stock, par value $.01 per share	37,050 ⁽¹⁾	$ 3.6154	D ⁽²⁾	Â
Stock Options (1999 Stock Option Plan)	10/30/2004	10/30/2014	Common Stock, par value $.01 per share	29,562 ⁽¹⁾	$ 6.8462	D ⁽²⁾	Â

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,Â NYÂ 10022	Â	Â X	Â	See Exhibit 99.1
Hampshire Equity Partners Cayman D.B. II, LP 520 MADISON AVENUE NEW YORK,Â NYÂ 10022	Â	Â	Â	See Exhibit 99.1.
Hampshire Equity Partners Cayman II LP 520 MADISON AVENUE NEW YORK,Â NYÂ 10022	Â	Â	Â	See Exhibit 99.1
Lexington Equity Partners Cayman II, LP 520 MADISON AVENUE NEW YORK,Â NYÂ 10022	Â	Â	Â	See Exhibit 99.1
Lexington Equity Partners II, L.P. 520 MADISON AVENUE NEW YORK,Â NYÂ 10022	Â	Â	Â	See Exhibit 99.1.
Lexington Equity Partners II, Inc. 520 MADISON AVENUE NEW YORK,Â NYÂ 10022	Â	Â X	Â	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 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 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, 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 5(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)	The Form 3 filed on May 17, 2005, as amended by a Form 3/A filed on May 23, 2005 (as amended, the "Original Form 3") erroneously included the 66,612 stock options reported under Table II of this amendment in the aggregate number of shares reported in column 2 of Table I.
(2)	These shares and options 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 and options reported hereunder.
(3)	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 and options reported hereunder.
(4)	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 and options reported hereunder.
Â Remarks: TheÂ aggregateÂ numberÂ ofÂ beneficiallyÂ ownedÂ sharesÂ reportedÂ herebyÂ wasÂ previouslyÂ reportedÂ onÂ theÂ OriginalÂ FormÂ 3.Â Â TheÂ aggregateÂ beneficialÂ ownershipÂ ofÂ theÂ ReportingÂ PersonsÂ hasÂ notÂ changedÂ sinceÂ suchÂ filings.

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