Citi Trends Inc (Other)

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	OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2008 Estimated average burden hours per response... 0.5
	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(f) of the Investment Company Act of 1940

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 (MM/DD/YYYY) 11/12/2007
(Street) NEW YORK, NY 10022 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $.01 per share	11/12/2007		J (1)		1712019	D	(1)	1753850	D   (2)
Common Stock, par value $.01 per share	11/12/2007		J (1)		282335	D	(1)	289233	D   (3)
Common Stock, par value $.01 per share	11/12/2007		J (1)		5646	D	(1)	5785	D   (4)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:
( 1)	Pro rata distribution in kind without consideration from Hampshire Equity Partners II, L.P. ("HEP II"), Hampshire Equity Partners Cayman D.B. II, L.P. ("HEP D.B. II") and Hampshire Equity Partners Cayman II, L.P. ("HEP Cayman II") to their respective limited partners and general partners.
( 2)	These shares are held in the name of 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 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 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.

Reporting Owners
Reporting Owner Name / Address	Relationships
	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		11/12/2007
** 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		11/12/2007
** 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		11/12/2007
** 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		11/12/2007
** 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		11/12/2007
** Signature of Reporting Person		Date
LEXINGTON EQUITY PARTNERS II, INC. By: /s/ Gregory P. Flynn Name: Gregory P. Flynn Title: Vice President		11/12/2007
** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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