Sec Form 4 Filing - Hampshire Equity Partners II, L.P. @ Citi Trends Inc - 2007-12-11

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 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

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/YY) 12/11/2007 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock, par value $.01 per share 12/11/2007 J( 1 ) 1,753,850 D 0 D ( 2 ) Common Stock, par value $.01 per share 12/11/2007 J( 1 ) 289,233 D 0 D ( 3 ) Common Stock, par value $.01 per share 12/11/2007 J( 1 ) 5,785 D 0 D ( 4 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hampshire Equity Partners II, L.P. 520 MADISON AVENUE NEW YORK, NY10022 X See Exhibit 99.1. Hampshire Equity Partners Cayman D.B. II, LP 520 MADISON AVENUE NEW YORK, NY10022 See Exhibit 99.1 Hampshire Equity Partners Cayman II LP 520 MADISON AVENUE NEW YORK, NY10022 See Exhibit 99.1 Lexington Equity Partners Cayman II, LP 520 MADISON AVENUE NEW YORK, NY10022 See Exhibit 99.1 Lexington Equity Partners II, L.P. 520 MADISON AVENUE NEW YORK, NY10022 See Exhibit 99.1 Lexington Equity Partners II, Inc. 520 MADISON AVENUE NEW YORK, NY10022 X See Exhibit 99.1 Signatures HAMPSHIRE EQUITY PARTNERS II, L.P.By: Lexington Equity Partners II, L.P., its General PartnerBy: Lexington Equity Partners II, Inc., its General PartnerBy: /s/ Tracey RuddName: Tracey RuddTitle: 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 PartnerBy: Lexington Equity Partners II, Inc., its General PartnerBy: /s/ Tracey RuddName: Tracey RuddTitle: 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 PartnerBy: Lexington Equity Partners II, Inc., its General PartnerBy:/s/ Tracey RuddName: Tracey RuddTitle: President 12/11/2007 Signature of Reporting Person Date LEXINGTON EQUITY PARTNERS II, L.P.By: Lexington Equity Partners II, Inc., its General PartnerBy:/s/ Tracey RuddName: 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 PartnerBy: /s/ Tracey RuddName: Tracey RuddTitle: President 12/11/2007 Signature of Reporting Person Date LEXINGTON EQUITY PARTNERS II, INC.By: /s/ Tracey RuddName: Tracey RuddTitle: President 12/11/2007 Signature of Reporting Person Date

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.

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.
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 Number.