X0202 4 2006-01-31 0001318484 Citi Trends Inc CTRN 0001326238 Flynn Gregory P C/O HAMPSHIRE EQUITY PARTNERS II, L.P. 520 MADISON AVENUE NEW YORK NY 10022 1 0 0 0 Common Stock, par value $.01 per share 2006-01-31 4 S 0 1503138 40.1375 D 6330785 I See Note. Stock Options (1999 Stock Option Plan) 3.6154 2006-01-31 4 S 0 37050 40.1375 D 2003-08-02 2013-08-02 Common Stock, par value $0.01 per share 37050 0 I See Note. Stock Options (1999 Stock Option Plan) 6.8462 2006-01-31 4 S 0 29562 40.1375 D 2004-10-30 2014-10-30 Common Stock, par value $0.01 per share 29562 0 I See Note. Represents shares of the Issuer held directly by each of Hampshire Equity Partners II, L.P., Hampshire Equity Partners Cayman D.B. II, LP and Hampshire Equity Partners Cayman II, LP. The reporting person is vice president of Lexington Equity Partners II, Inc. which is the general partner of each of (i) Lexington Equity Partners II, L.P., which is the general partner of Hampshire Equity Partners II, L.P. and (ii) Lexington Equity Partners Cayman II, L.P. which is the general partner of Hampshire Equity Partners Cayman D.B. II, LP and Hampshire Equity Partners Cayman II, LP. The reporting person is the vice president and may be deemed to beneficially own the shares of common stock held by the entities. The reporting person disclaims beneficial ownership of such shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for the purpose of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein. Represents options for shares of common stock of the Issuer held directly by Hampshire Equity Partners II, L.P. /s/ Gregory P. Flynn 2006-02-02