FORM 4
[ X ] 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
                                                                                  
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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)

12/11/2007
(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   12/11/2007     J (1)    1753850   D   (1) 0   D   (2)
 
Common Stock, par value $.01 per share   12/11/2007     J (1)    289233   D   (1) 0   D   (3)
 
Common Stock, par value $.01 per share   12/11/2007     J (1)    5785   D   (1) 0   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 HEP II, HEP D.B. II and HEP Cayman 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/ Tracey Rudd Name: Tracey Rudd Title: President 12/11/2007
** 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/ Tracey Rudd Name: Tracey Rudd Title: President 12/11/2007
** 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/ Tracey Rudd Name: Tracey Rudd Title: President 12/11/2007
** Signature of Reporting Person Date

LEXINGTON EQUITY PARTNERS II, L.P. By: Lexington Equity Partners II, Inc., its General Partner By:/s/ Tracey Rudd Name: Tracey RuddTitle: President 12/11/2007
** Signature of Reporting Person Date

LEXINGTON EQUITY PARTNERS CAYMAN II, L.P. By: Lexington Equity Partners II, Inc., its General Partner By: /s/ Tracey RuddName: Tracey Rudd Title: President 12/11/2007
** Signature of Reporting Person Date

LEXINGTON EQUITY PARTNERS II, INC. By: /s/ Tracey Rudd Name: Tracey Rudd Title: President 12/11/2007
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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