|
OMB
APPROVAL
|
UNITED
STATES
|
OMB
APPROVAL
|
|
OMB
Number: 3235-0145
Expires:
February 28, 2006
Estimated
average burden
hours
per response. ............11
|
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
|
OMB
Number: 3235-0145
Expires:
February 28, 2006
Estimated
average burden
hours
per response. ............11
|
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
|
Citi
Trends, Inc.
|
||
|
(Name
of Issuer)
|
||
|
Common
Stock
|
||
|
(Title
of Class of Securities)
|
||
|
17306X102
|
||
|
(CUSIP
Number)
|
||
|
December
11, 2007
|
||
|
(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)
¨ Rule
13d-1(c)
ý 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 the
disclosures provided in a prior cover page.
The
information required in 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
("Act") 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).
|
1.
|
Names
of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
|
|
|
Hampshire
Equity Partners II, L.P. (13-3921325).
|
||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) ¨
|
|
|
3.
|
SEC
Use Only
|
|
|
|
||
|
4
|
Citizenship
or Place of Organization
|
|
|
Delaware.
|
||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
5.
|
Sole
Voting Power
|
|
0
|
||
|
6.
|
Shared
Voting Power
|
|
|
0
|
||
|
7.
|
Sole
Dispositive Power
|
|
|
0
|
||
|
8.
|
Shared
Dispositive Power
|
|
|
0.
|
||
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
|
0
|
||
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ¨
|
|
|
|
||
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
|
|
0%
|
||
|
12.
|
Type
of Reporting Person (See Instructions)
|
|
|
PN
|
||
-2-
|
1.
|
Names
of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
|
|
|
Hampshire
Equity Partners Cayman D.B. II, L.P. (98-0176442).
|
||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) ¨
|
|
|
3.
|
SEC
Use Only
|
|
|
|
||
|
4
|
Citizenship
or Place of Organization
|
|
|
Cayman
Islands.
|
||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
5.
|
Sole
Voting Power
|
|
0
|
||
|
6.
|
Shared
Voting Power
|
|
|
0
|
||
|
7.
|
Sole
Dispositive Power
|
|
|
0
|
||
|
8.
|
Shared
Dispositive Power
|
|
|
0.
|
||
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
|
0
|
||
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ¨
|
|
|
|
||
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
|
|
0%
|
||
|
12.
|
Type
of Reporting Person (See Instructions)
|
|
|
PN
|
||
-3-
|
1.
|
Names
of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
|
|
|
Lexington
Equity Partners II, L.P. (13-3924387).
|
||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) ¨
|
|
|
3.
|
SEC
Use Only
|
|
|
|
||
|
4
|
Citizenship
or Place of Organization
|
|
|
Delaware.
|
||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
5.
|
Sole
Voting Power
|
|
7,137.
|
||
|
6.
|
Shared
Voting Power
|
|
|
0.
|
||
|
7.
|
Sole
Dispositive Power
|
|
|
7,137.
|
||
|
8.
|
Shared
Dispositive Power
|
|
|
0.
|
||
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
|
7,137.
|
||
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ¨
|
|
|
|
||
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
|
|
0.05%
|
||
|
12.
|
Type
of Reporting Person (See Instructions)
|
|
|
PN
|
||
-4-
|
1.
|
Names
of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
|
|
|
Lexington
Equity Partners Cayman II, L.P. (98-0176443).
|
||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) ¨
|
|
|
3.
|
SEC
Use Only
|
|
|
|
||
|
4
|
Citizenship
or Place of Organization
|
|
|
Cayman
Islands.
|
||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
5.
|
Sole
Voting Power
|
|
1,199.
|
||
|
6.
|
Shared
Voting Power
|
|
|
0.
|
||
|
7.
|
Sole
Dispositive Power
|
|
|
1,199.
|
||
|
8.
|
Shared
Dispositive Power
|
|
|
0.
|
||
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
|
1,199.
|
||
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ¨
|
|
|
|
||
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
|
|
0.01%
|
||
|
12.
|
Type
of Reporting Person (See Instructions)
|
|
|
PN
|
||
-5-
|
1.
|
Names
of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
|
|
|
Lexington
Equity Partners II, Inc. (13-3924390).
|
||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) ¨
|
|
|
3.
|
SEC
Use Only
|
|
|
|
||
|
4
|
Citizenship
or Place of Organization
|
|
|
Delaware.
|
||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
5.
|
Sole
Voting Power
|
|
8,336.
|
||
|
6.
|
Shared
Voting Power
|
|
|
0.
|
||
|
7.
|
Sole
Dispositive Power
|
|
|
8,336.
|
||
|
8.
|
Shared
Dispositive Power
|
|
|
0.
|
||
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
|
8,336.
|
||
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ý
|
|
|
|
||
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
|
|
0.06%
|
||
|
12.
|
Type
of Reporting Person (See Instructions)
|
|
|
CO
|
||
-6-
Item
1.
(a) Name
of Issuer:
Citi Trends, Inc. (the “Issuer”).
(b) Address
of Issuer’s Principal Executive Offices:
102 Fahm Street, Savannah, Georgia 31401.
Item
2.
(a) Name
of Person Filing:
(1)
Hampshire Equity Partners II, L.P.
(2)
Hampshire Equity Partners Cayman D.B. II, L.P.
(3)
Lexington Equity Partners II, L.P.
(4) Lexington Equity Partners Cayman II, L.P.
(5) Lexington Equity Partners II, Inc.
Each of the entities above is a “Reporting Person” and collectively, they are
referred to as the “Reporting Persons.”
(b) Address
of Principal Business, or if none, Residence:
520 Madison Avenue, New York, New York 10022.
(c) Citizenship:
(1) Delaware
(2) Cayman Islands
(3) Delaware
(4) Cayman Islands
(5) Delaware
(d) Title
of Class of Securities:
Common Stock, $.01 par value.
(e) CUSIP
Number: 17306X102.
Item
3. If this statement is filed pursuant to
§§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is
a:
Not
applicable.
Item
4. Ownership:
(a) Amount
beneficially owned (as of December 11, 2007):
See
the
response(s) to Item 9 on the attached cover page(s).
-7-
(b) Percent
of class:
See
the
response(s) to Item 11 on the attached cover page(s).
(c) Number
of shares as to which the person has:
(i)
Sole power to vote or to direct the vote:
See
the
response(s) to Item 5 on the attached cover page(s).
(ii)
Shared power to vote or to direct the
vote:
See
the
response(s) to Item 6 on the attached cover page(s).
(iii)
Sole power to dispose or to direct the disposition
of:
See
the
response(s) to Item 7 on the attached cover page(s).
(iv)
Shared power to dispose or to direct the disposition
of:
See
the
response(s) to Item 8 on the attached cover page(s).
Item
5. Ownership of 5% or Less of a
Class:
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 [X].
Item
6. Ownership of More than Five Percent on
Behalf of Another Person:
This
Amendment No. 2 to Form 13G is being filed to report that Hampshire Equity
Partners II, L.P. (“HEP”) and Hampshire Equity Partners Cayman D.B. II, L.P.
(“HEP D.B.”) distributed an aggregate of 3,465,869 and 571,568 shares of the
Issuer’s common stock, par value $.01 per share (the “Common Stock”),
respectively, to their respective limited partners and general partner pro
rata. Such aggregated amounts were distributed on November 12, 2007
and December 11, 2007. HEP and HEP D.B. own individually and in the
aggregate less than 5% of the Common Stock and accordingly this is an exit
filing under Item 5 above.
|
|
Amendment
No. 1 to Form 13G (the “Amendment”) amended and superseded the Form 13G
filed by HEP on February 14, 2006 and the Form 13G filed by HEP D.B.
on
February 16, 2006. The Amendment corrected the share totals
previously reported by certain of the Reporting Persons under the
control
of Lexington Equity Partners II, Inc., the ultimate beneficial owner
of
the aggregate amount of shares reported
hereunder.
|
|
|
Lexington
Equity Partners II, Inc. is the general partner of Lexington Equity
Partners II, L.P., which is the general partner of
HEP. Lexington Equity Partners II, Inc. is also the general
partner of Lexington Equity Partners Cayman II, L.P., which is the
general
partner of HEP D.B. and Hampshire Equity Partners Cayman II, L.P.,
an
entity which distributed an aggregate of 11,431 shares of Common
Stock to
its respective limited partners and general partner pro rata on November
12, 2007 and December 11, 2007. The aggregate amount of shares
of Common Stock owned by Hampshire Equity Partners Cayman II, L.P.
was
included in the aggregate amount of shares reported
hereunder. Ms. Tracey Rudd is the President of Lexington Equity
Partners II, Inc. and Mr. Gregory Flynn, who resigned from the board
of
directors of the Issuer on May 1, 2006, is the Vice President of
Lexington
Equity Partners II, Inc. Ms. Rudd and Mr. Flynn have equal
ownership in Lexington Equity Partners II,
Inc.
|
Item
7.
Identification and Classification of the Subsidiary Which
Acquired the
Security Being Reported on By theParent Holding Company or Control
Person
|
|
Not
applicable.
|
Item
8. Identification and Classification of Members of the
Group:
-8-
|
|
Not
applicable.
|
Item
9. Notice
of Dissolution of Group:
Not
applicable.
Item
10. Certification:
Not
applicable.
-9-
SIGNATURE
After
reasonable inquiry and to the
best of its knowledge and belief, each of the undersigned certifies that the
information set forth in this statement is true, complete and correct and agrees
that this statement may be filed jointly with the other undersigned
party.
Dated: December
11, 2007
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
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
LEXINGTON
EQUITY PARTNERS II, L.P.
By:
Lexington Equity Partners II, Inc., its General Partner
By: /s/
Tracey
Rudd
Name:
Tracey Rudd
Title:
President
LEXINGTON
EQUITY PARTNERS CAYMAN II, L.P.
By:
Lexington Equity Partners II, Inc., its General Partner
-10-
By: /s/
Tracey
Rudd
Name:
Tracey Rudd
Title:
President
LEXINGTON
EQUITY PARTNERS II, INC.
By: /s/
Tracey
Rudd
Name:
Tracey Rudd
Title:
President
-11-