SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

SCHEDULE 13G

(RULE 13d - 102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)

(Amendment No. )*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ]            Rule 13d-1(b)

[x]            Rule 13d-1(c)

[ ]            Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Citi Trends, Inc. (“Issuer”)

104 Coleman Boulevard, Savannah, GA 31408

The names of the persons filing this statement on Schedule 13G/A (collectively, the “Reporting Persons”) are:

•	Soviero Master Fund, LP,

•	Soviero Asset Management, LP,

•	Soviero GP, LLC,

•	Soviero Advisors, LLC, and

•	Thomas Soviero.

The principal business address for each of the Reporting Persons is 3 Columbus Circle, Suite 1588, New York, NY 10019.

Soviero Master Fund, LP is a Cayman Islands exempted limited partnership. Soviero Asset Management, LP is a Delaware limited partnership. Soviero GP, LLC is a Delaware limited liability company. Soviero Advisors, LLC is a Delaware limited liability company. Thomas Soviero is a citizen of the United States.

Common Stock, $0.01 par value per share (the “Common Stock”)

17306X102

As of April 8, 2022, Soviero Master Fund, LP beneficially owned 500,000 shares of Common Stock.

Soviero Advisors, LLC, as the general partner of Soviero Master Fund, LP, may be deemed to have beneficially owned the 500,000 shares of Common Stock beneficially owned by Soviero Master Fund, LP.

Soviero Asset Management, LP, as the investment manager of Soviero Master Fund, LP, may be deemed to have beneficially owned the 500,000 shares of Common Stock beneficially owned by Soviero Master Fund, LP.

Soviero GP, LLC, as the general partner of Soviero Asset Management, LP,  may be deemed to have beneficially owned the 500,000 shares of Common Stock beneficially owned by Soviero Asset Management, LP.

Thomas Soviero, as the Managing Member of Soviero Advisors, LLC and as the Managing Member of Soviero GP, LLC, may be deemed to have beneficially owned the 500,000 shares of Common Stock beneficially owned by Soviero Advisors, LLC and Soviero GP, LLC, respectively.

The following percentage is based on 8,500,434 shares of Common Stock outstanding as of December 1, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 8, 2021.

As of April 8, 2022, the Reporting Persons may be deemed to have beneficially owned approximately 5.9% of the outstanding Common Stock.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Not applicable.

Not applicable.

See Exhibit A.

Not applicable.

By signing below the undersigned certifies that, to the best of its or his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated: April 8, 2022

*The Reporting Persons disclaim beneficial ownership in the shares of Common Stock reported herein except to the extent of their pecuniary interest therein. The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.

Attention.  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Citi Trends, Inc. dated as of April 8, 2022 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(2) under the Securities Exchange Act of 1934, as amended.

Dated: April 8, 2022