UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

CITI TRENDS, INC.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

17306X102

(CUSIP Number)

 

August 3, 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:

 

o       Rule 13d-1(b)

x      Rule 13d-1(c)

o       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 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 ("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).

 

Continued on following pages

Page 1 of 14 Pages

Exhibit Index: Page 10

---

 

 

I.R.S. Identification Nos. of above persons (entities only)

 

 

 

 

 

 

DELAWARE

 

 

 

918,671

 

Shares (See Instructions)

 

 

 

6.61%

 

 

 

 

---

 

 

I.R.S. Identification Nos. of above persons (entities only)

 

 

 

 

 

 

UNITED STATES

 

 

 

918,671

 

Shares (See Instructions)

 

 

 

6.61%

 

 

---

 

 

 

1        Names of Reporting Persons

I.R.S. Identification Nos. of above persons (entities only)

 

 

 

 

 

 

UNITED STATES

 

 

 

918,671

 

Shares (See Instructions)

 

 

 

6.61%

 

 

---

 

 

 

1        Names of Reporting Persons

I.R.S. Identification Nos. of above persons (entities only)

 

 

 

 

 

 

UNITED STATES

 

 

 

918,671

 

Shares (See Instructions)

 

 

 

6.61%

 

 

---

 

 

 

 

 

 

The Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

 

 

 

 

 

This statement relates to Shares (as defined herein) held for the account of Quantum Partners LDC, a Cayman Islands exempted limited duration company ("Quantum Partners"). SFM LLC serves as principal investment manager to Quantum Partners. As such, SFM LLC has been granted investment discretion over portfolio investments, including the Shares, held for the account of Quantum Partners. George Soros serves as Chairman of SFM LLC, Robert Soros serves as Deputy Chairman of SFM LLC, and Jonathan Soros serves as President and Deputy Chairman of SFM LLC.

 

 

The address of the principal business office of each of the Reporting Persons is 888 Seventh Avenue, 33^rd Floor, New York, New York 10106.

 

 

 

 

 

 

 

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

 

 

17306X102

 

---

 

 

 

 

This Item 3 is not applicable.

 

 

As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of 918,671 Shares.

 

Each of the Reporting Persons may be deemed to be the beneficial owner of approximately 6.61% of the total number of Shares outstanding.

 

 

 

 

 

---

 

 

 

 

 

 

This Item 5 is not applicable.

 

The shareholders of Quantum Partners are entitled to receive, or have the power to direct, the receipt of dividends from or the proceeds of sales of the Shares held for the account of Quantum Partners, in accordance with their ownership interests in Quantum Partners.

 

 

This Item 7 is not applicable.

 

 

This Item 8 is not applicable.

 

 

This Item 9 is not applicable.

 

 

By signing below each of the Reporting Persons certifies that, to the best of such person's 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 such purpose or effect.

 

---

 

 

 

SIGNATURES

 

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

 

 

Jay Schoenfarber

Assistant General Counsel

 

 

Jay Schoenfarber

Attorney-in-Fact

 

 

Jay Schoenfarber

Attorney-in-Fact

 

 

Jay Schoenfarber

Attorney-in-Fact

 

---

 

 

 

EXHIBIT INDEX

 

 

---

 

 

 

EXHIBIT A

JOINT FILING AGREEMENT

 

The undersigned hereby agree that the Schedule 13G with respect to the Common Stock, par value $0.01 per share, of Citi Trends, Inc., dated as of August 13, 2007, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.

 

 

Jay Schoenfarber

Assistant General Counsel

 

 

Jay Schoenfarber

Attorney-in-Fact

 

 

Jay Schoenfarber

Attorney-in-Fact

 

 

Jay Schoenfarber

Attorney-in-Fact

 

---

 

 

 

EXHIBIT B

 

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENT, that I, GEORGE SOROS, hereby make, constitute and appoint each of ARMANDO T. BELLY, JODYE ANZALOTTA, MARYANN CANFIELD, JAY SCHOENFARBER and ROBERT SOROS, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Chairman of, member of or in other capacities with Soros Fund Management LLC ("SFM LLC") and each of its affiliates or entities advised by me or SFM LLC, all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings with the Commodity Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act and any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.

All past acts of these attorneys-in-fact in furtherance of the foregoing are hereby ratified and confirmed.

Execution of this power of attorney revokes that certain Power of Attorney dated as of the 11th March 2005 with respect to the same matters addressed above.

This power of attorney shall be valid from the date hereof until revoked by me.

IN WITNESS WHEREOF, I have executed this instrument as of the 16th day of June 2005.

 

GEORGE SOROS

 

Daniel Eule

Attorney-in-Fact for George Soros

 

 

 

 

 

 

 

---

 

 

 

EXHIBIT C

 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENT, that I, ROBERT SOROS, hereby make, constitute and appoint each of ARMANDO T. BELLY, JODYE ANZALOTTA, MARYANN CANFIELD, JAY SCHOENFARBER and DAVID TAYLOR, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Chief Investment Officer and Co-Deputy Chairman of, member of or in other capacities with Soros Fund Management LLC ("SFM LLC") and each of its affiliates or entities advised by me or SFM LLC, all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings with the Commodity Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the “Act”) and the rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act and any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.

 

All past acts of these attorneys-in-fact in furtherance of the foregoing are hereby ratified and confirmed.

 

This power of attorney shall be valid from the date hereof until revoked by me.

 

IN WITNESS WHEREOF, I have executed this instrument as of the 8^th day of January, 2007.

 

ROBERT SOROS

 

 

 

---

 

 

 

EXHIBIT D

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENT, that I, JONATHAN SOROS, hereby make, constitute and appoint each of ARMANDO T. BELLY, JODYE ANZALOTTA, MARYANN CANFIELD, JAY SCHOENFARBER and DAVID TAYLOR, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as President and Co-Deputy Chairman of, member of or in other capacities with Soros Fund Management LLC ("SFM LLC") and each of its affiliates or entities advised by me or SFM LLC, all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings with the Commodity Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the “Act”) and the rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act and any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.

 

All past acts of these attorneys-in-fact in furtherance of the foregoing are hereby ratified and confirmed.

 

This power of attorney shall be valid from the date hereof until revoked by me.

 

IN WITNESS WHEREOF, I have executed this instrument as of the 5^th day of January 2007.

 

JONATHAN SOROS