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^*

Advent CR, Inc.

(Last)

(First)

(Middle)

C/O ADVENT INTERNATIONAL CORPORATION

75 STATE STREET, 29TH FLOOR

(Street)

BOSTON

02109

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CHARLOTTE RUSSE HOLDING INC [ CHIC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/29/2009

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

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

	Form filed by One Reporting Person
X	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⁽¹⁾	09/29/2009		P		187,566	A	$17.5	18,189,530	D⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock⁽¹⁾	09/30/2009		P		180,561	A	$17.5	18,370,091	D⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock⁽¹⁾	10/01/2009		P		130,965	A	$17.5	18,501,056	D⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock⁽¹⁾	10/02/2009		P		46,427	A	$17.5	18,547,483	D⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock⁽¹⁾	10/05/2009		P		7,800	A	$17.5	18,555,283	D⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock⁽¹⁾	10/06/2009		P		3,772	A	$17.5	18,559,055	D⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock⁽¹⁾	10/07/2009		P		14,744	A	$17.5	18,573,799	D⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock⁽¹⁾	10/08/2009		P		411,248	A	$17.5	18,985,047	D⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock⁽¹⁾	10/09/2009		P		71,112	A	$17.5	19,056,159	D⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock⁽¹⁾	10/13/2009		P		266,966	A	$17.5	19,323,125	D⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

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)

1. Name and Address of Reporting Person^*

Advent CR, Inc.

(Last)

(First)

(Middle)

C/O ADVENT INTERNATIONAL CORPORATION

75 STATE STREET, 29TH FLOOR

(Street)

BOSTON

02109

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Advent CR Cayman Limited Partnership

(Last)

(First)

(Middle)

C/O ADVENT INTERNATIONAL CORPORATION

75 STATE STREET, 29TH FLOOR

(Street)

BOSTON

02109

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ADVENT INTERNATIONAL GPE VI LP

(Last)

(First)

(Middle)

C/O ADVENT INTERNTAIONAL CORP

75 STATE STREET, 29TH FLOOR

(Street)

BOSTON

02109

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ADVENT INTERNATIONAL CORP/MA

(Last)

(First)

(Middle)

C/O ADVENT INTERNATIONAL CORPORATION

75 STATE STREET, 29TH FLOOR

(Street)

BOSTON

02109

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ADVENT INTERNATIONAL GPE VI-A LP

(Last)

(First)

(Middle)

C/O ADVENT INTERNATIONAL CORP

75 STATE STREET, 29TH FLOOR

(Street)

BOSTON

02109

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ADVENT INTERNATIONAL GPE VI-B LP

(Last)

(First)

(Middle)

C/O ADVENT INTERNATIONAL CORP

75 STATE STREET, 29TH FLOOR

(Street)

BOSTON

02109

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ADVENT INTERNATIONAL GPE VI-C LP

(Last)

(First)

(Middle)

C/O ADVENT INTERNATIONAL CORP

75 STATE STREET, 29TH FLOOR

(Street)

BOSTON

02109

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ADVENT INTERNATIONAL GPE VI-D LP

(Last)

(First)

(Middle)

C/O ADVENT INTERNATIONAL CORP

75 STATE STREET, 29TH FLOOR

(Street)

BOSTON

02109

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ADVENT INTERNATIONAL GPE VI-E LP

(Last)

(First)

(Middle)

C/O ADVENT INTERNATIONAL CORP

75 STATE STREET, 29TH FLOOR

(Street)

BOSTON

02109

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ADVENT INTERNATIONAL GPE VI-F LP

(Last)

(First)

(Middle)

C/O ADVENT INTERNATIONAL CORP

75 STATE STREET, 29TH FLOOR

(Street)

BOSTON

02109

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Represents the shares of Common Stock of Charlotte Russe Holding, Inc. directly owned by Advent CR, Inc. ("Purchaser"). All other entities or persons are included within this report due to their affiliation with Purchaser.

2. The shares of Common Stock of Charlotte Russe may be deemed to be indirectly beneficially owned by the following, all of which are Reporting Persons: (a) Advent CR Holdings, Inc., the sole stockholder of Purchaser ("Parent"), (ii) Advent CR Cayman Limited Partnership, the controlling stockholder of Parent ("Advent Cayman"), (iii) Advent International GPE VI Limited Partnership ("GPE VI"), Advent International GPE VI-A Limited Partnership ("GPE VI-A"), Advent International GPE VI-B Limited Partnership ("GPE VI-B"), Advent International GPE VI-C Limited Partnership ("GPE VI-C"), Advent International GPE VI-D Limited Partnership ("GPE VI-D"), Advent International GPE VI-E Limited Partnership ("GPE VI-E"), Advent International GPE VI-F Limited Partnership ("GPE VI-F"), Advent International GPE VI-G Limited Partnership ("GPE VI-G"),

3. [Continuation of Footnote 2] Advent Partners GPE VI 2008 Limited Partnership ("AP GPE VI 2008"), Advent Partners GPE VI 2009 Limited Partnership ("AP GPE VI 2009") and Advent Partners GPE VI-A Limited Partnership ("AP GPE VI-A," collectively, the "Advent Funds"), which are the interest holders of Advent Cayman, (iv) Advent CR GP Limited, which is the general partner of Advent Cayman, (v) GPE VI GP Limited Partnership, a Cayman Islands limited partnership ("GPE VI GP"), which is the general partner of GPE VI, GPE VI-A, GPE VI-B, GPE VI-F and GPE VI-G, (vi) GPE VI GP (Delaware) Limited Partnership, a Delaware limited partnership ("GPE VI GP Delaware"), which is the general partner of GPE VI-C, GPE VI-D and GPE VI-E,

4. [Continuation of Footnote 2] (vii) Advent International LLC, a Massachusetts limited liability company ("Advent LLC," and collectively with GPE VI GP and GPE VI GP Delaware, the "Advent General Partners"), which is the general partner of AP GPE VI-A, AP GPE VI 2008, AP GPE VI 2009, GPE VI GP, and GPE VI GP (Delaware) and (viii) Advent International Corporation, a Delaware corporation and the manager of Advent LLC. The Reporting Persons listed in this footnote disclaim beneficial ownership of the reported Common Stock, and this report shall not be deemed an admission that the Reporting Persons listed in this footnote are the beneficial owners of the reported Common Stock for the purpose of Section 16 or any other purpose, except, in each case, to the extent of its pecuniary interest therein.

Remarks:

Due to technical limitations in the number of reporting persons that can be included in a single filing, this Form 4 is the first of two filings referencing identical transactions entered into by the filing group. See Exhibit 99.1 - Signatures.

	SEE EXHIBIT 99.1	10/14/2009
	** 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).
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