SEC Filing - Citi Trends, Inc.

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SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

SMITH BRUCE D

(Last)

(First)

(Middle)

104 COLEMAN BLVD.

(Street)

SAVANNAH

31408

(City)

(State)

(Zip)

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

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO and COO

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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. 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	03/12/2019		A		12,196	A	$0	120,245⁽¹⁾	D

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	03/12/2019		A		12,195		⁽²⁾	03/12/2022	Common Stock	12,195	$0	12,195	D
Restricted Stock Units	⁽³⁾	03/12/2019		A		12,195		⁽³⁾	03/12/2022	Common Stock	12,195	$0	12,195	D

Explanation of Responses:

1. Amount reflects (i) a reduction of 7,482 shares that were transferred pursuant to a domestic relations order since the reporting person's last Form 4, and (ii) a correction to the previously reported amount that was inadvertently over stated by five shares.

2. Each Restricted Stock Unit represents a contingent right to receive one share of Citi Trends Common Stock. The Restricted Stock Units vest upon Citi Trends' Common Stock achieving various market prices.

3. Each Restricted Stock Unit represents a contingent right to receive one share of Citi Trends Common Stock. The Restricted Stock Units vest upon Citi Trends achieving various levels of profitability.

	/s/ Jason Moschner as attorney-in-fact	03/14/2019
	** 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.
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.

POWER OF ATTORNEY

Know all by these present, that the undersigned
hereby constitutes and appoints Stuart Clifford,
Senior Vice President and Chief Financial
Officer of Citi Trends, Inc. (the "Company"),
and Jason Moschner, the Company's Director of Finance,
or any of them, the undersigned's
true and lawful attorney-in-fact to:

1.	execute for and on behalf of the undersigned,
in the undersigned's capacity as an officer, director
and/or 10% shareholder of the Company, Forms 3, 4, and 5
in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder;
2.	do and perform any and all acts for and on
behalf of the undersigned which may be necessary or
desirable to complete and execute any such Form 3, 4, or 5
and timely file such form with the Securities and
Exchange Commission and any stock exchange or similar
authority; and
3.	take any other action of any type whatsoever
in connection with the foregoing which, in the opinion
of such attorney-in-fact, may be of benefit to, in the
best interest of, or legally required by, the undersigned,
it being understood that the documents executed by
such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions
as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such
attorney-in-fact full power and authority to do
and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the
exercise of any of the rights and powers herein granted,
as fully to all intents and purposes as the undersigned
might or could do if personally present, with full power
of substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this
power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such
capacity at the request of the undersigned, are not
assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full
force and effect until the undersigned is no
longer required to file Forms 3, 4, and 5 with
respect to the undersigned's holdings of and
transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing
attorneys-in-fact.

In affixing his signature to this Power of Attorney,
the undersigned hereby revokes any and all
previously executed Powers of Attorney for
the same or similar purposes.


IN WITNESS WHEREOF, the undersigned has
caused this Power of Attorney to be executed
as of this 29th day of August, 2018.


  /s/ Bruce Smith
Bruce Smith