SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
(Rule 13d-102)
(Amendment No.1)
Citi Trends, Inc.
(Name of Issuer)
Common Stock
17306X102
(CUSIP Number)
December 31, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[ ] 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 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.
CUSIP NO. 17306X102 Page 2 of 4 Pages
1) Name of Reporting Person(s)
I.R.S. Identification No. of Above Person (entities
only)
Paradigm Capital Management, Inc.
14-1770168
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2) Check the Appropriate Box if a Member of a Group
(a)_____
(b)_____
Not Applicable
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3) SEC Use Only
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4) Citizenship or Place of Organization
New York
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
(5) Sole Voting Power 1,486,200
(6) Shared Voting Power -0-
(7) Sole Dispositive Power 1,486,200
(8) Shared Dispositive Power-0-
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9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,486,200
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10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
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11) Percent of Class Represented by Amount In Row (9)
9.97%
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12) Type of Reporting Person
IA
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CUSIP NO. 17306X102 Page 3 of 4 Pages
Item 1(a) Name of Issuer:
Citi Trends, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
104 Coleman Boulevard
Savannah, Georgia 31408
Item 2(a) Name of Person Filing:
Paradigm Capital Management, Inc.
Item 2(b) Address of Principal Business Office:
Nine Elk Street, Albany, New York 12207
Item 2(c) Citizenship:
A New York State Corporation
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) Cusip Number:
17306X102
Item 3. If this statement is filed pursuant to 240.13d-1(b) or 240.13d-
(b) or 9c), check whether the person filing is a:
(e) [X] an investment adviser in accordance with 240.13d-1(b)
(1)(ii)(E).
Item 4. Ownership.
(a) Amount beneficially owned: 1,486,200
(b) Percent of class: 9.97%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
1,486,200
(ii) Shared power to vote or direct the vote:
-0-
(iii) Sole power to dispose or to direct the disposition of:
1,486,200
(iv) Shared power to dispose or to direct the disposition of:
-0-
CUSIP NO. 17306X102 Page 4 of 4 Pages
Item 5. Ownership of 5% or Less of a Class.
If this statement is being filed to report the fact as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [ ].
Item 6. Ownership of more than 5% on Behalf of Another Person.
All securities reported in this Schedule 13G Report are owned by advisory
clients of the Reporting Person.
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding Company or
Control Person.
Not Applicable
Item 8 Identification and Classification of Members of the Group.
Not Applicable
Item 9 Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
By signing below I (we) certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course
of business and 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.
SIGNATURE
After reasonable inquiry and to the best of my (our) knowledge and
belief, I (we) certify that the information set forth in this statement is
true, complete and correct.
Dated: February 14, 2017
PARADIGM CAPITAL MANAGEMENT, INC.
By /s/ Robert A. Benton
Robert A. Benton, Chief Compliance Officer
Telephone: (518) 431-3500
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