|
[ ]
|
Rule 13d-1(b)
|
|
[X]
|
Rule 13d-1(c)
|
|
[ ]
|
Rule 13d-1(d)
|
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CUSIP NO. 17306X102
|
Page 2 of 14 Pages
|
|
1.
|
Names of Reporting Persons
|
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
|
a.
|
[ ]
|
|
b.
|
[X]
|
|
3.
|
SEC Use Only
|
|
4.
|
Citizenship or Place of Organization
|
|
5.
|
Sole Voting Power
|
|
|
Number of
Shares
|
24,600
|
|
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
24,600
|
|
8.
|
Shared Dispositive Power
|
|
|
0
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
|
12.
|
Type of Reporting Person (See Instructions)
|
|
CUSIP NO. 17306X102
|
Page 3 of 14 Pages
|
|
1.
|
Names of Reporting Persons
|
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
|
a.
|
[ ]
|
|
b.
|
[X]
|
|
3.
|
SEC Use Only
|
|
4.
|
Citizenship or Place of Organization
|
|
5.
|
Sole Voting Power
|
|
|
Number of
Shares
|
0
|
|
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
24,600
|
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
|
|
|
24,600
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
|
12.
|
Type of Reporting Person (See Instructions)
|
|
CUSIP NO. 17306X102
|
Page 4 of 14 Pages
|
|
1.
|
Names of Reporting Persons
|
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
|
a.
|
[ ]
|
|
b.
|
[X]
|
|
3.
|
SEC Use Only
|
|
4.
|
Citizenship or Place of Organization
|
|
5.
|
Sole Voting Power
|
|
|
Number of
Shares
|
0
|
|
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
24,600
|
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
|
|
|
24,600
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
|
12.
|
Type of Reporting Person (See Instructions)
|
|
CUSIP NO. 17306X102
|
Page 5 of 14 Pages
|
|
1.
|
Names of Reporting Persons
|
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
|
a.
|
[ ]
|
|
b.
|
[X]
|
|
3.
|
SEC Use Only
|
|
4.
|
Citizenship or Place of Organization
|
|
5.
|
Sole Voting Power
|
|
|
Number of
Shares
|
0
|
|
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
24,600
|
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
|
|
|
24,600
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
|
12.
|
Type of Reporting Person (See Instructions)
|
|
CUSIP NO. 17306X102
|
Page 6 of 14 Pages
|
|
Item 1(a).
|
Name of Issuer:
|
| Citi Trends, Inc. (the "Issuer"). | |
|
Item 1(b).
|
Address of the Issuer's Principal Executive Offices:
|
|
104 Coleman Boulevard
|
|
|
Savannah, GA 31408
|
|
|
Item 2(a).
|
Name of Person Filing
|
|
The Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
|
|
i)
|
Soros Fund Management LLC (“SFM LLC”);
|
|
ii)
|
George Soros;
|
|
iii)
|
Robert Soros; and
|
|
iv)
|
Jonathan Soros.
|
|
This statement relates to Shares (as defined herein) held for the account of Quantum Partners LP, a Cayman Islands exempted limited partnership (“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.
|
|
Item 2(b).
|
Address of Principal Business Office or, if None, Residence:
|
|
The address of the principal business office of each of the Reporting Persons is 888 Seventh Avenue, 33rd Floor, New York, New York 10106.
|
|
Item 2(c).
|
Citizenship:
|
|
i)
|
SFM LLC is a Delaware limited liability company;
|
|
ii)
|
George Soros is a United States citizen;
|
|
iii)
|
Robert Soros is a United States citizen; and
|
|
iv)
|
Jonathan Soros is a United States citizen.
|
|
Item 2(d).
|
Title of Class of Securities:
|
|
Common Stock, par value $0.01 per share (the “Shares”).
|
|
|
Item 2(e).
|
CUSIP Number:
|
|
17306X102
|
|
CUSIP NO. 17306X102
|
Page 7 of 14 Pages
|
|
Item 3.
|
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
|
This Item 3 is not applicable.
|
|
|
Item 4.
|
Ownership:
|
|
Item 4(a).
|
Amount Beneficially Owned:
|
|
As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of 24,600 Shares.
|
|
|
Item 4(b).
|
Percent of Class:
|
|
As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of approximately 0.17% of the total number of Shares outstanding.
|
|
|
Item 4(c).
|
Number of shares as to which such person has:
|
|
SFM LLC
|
|||
|
(i)
|
Sole power to vote or direct the vote
|
24,600
|
|
|
(ii)
|
Shared power to vote or to direct the vote
|
0
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
24,600
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
0
|
|
|
George Soros
|
|||
|
(i)
|
Sole power to vote or direct the vote
|
0
|
|
|
(ii)
|
Shared power to vote or to direct the vote
|
24,600
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
24,600
|
|
|
Robert Soros
|
|||
|
(i)
|
Sole power to vote or direct the vote
|
0
|
|
|
(ii)
|
Shared power to vote or to direct the vote
|
24,600
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
24,600
|
|
|
Jonathan Soros
|
|||
|
(i)
|
Sole power to vote or direct the vote
|
0
|
|
|
(ii)
|
Shared power to vote or to direct the vote
|
24,600
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
24,600
|
|
|
CUSIP NO. 17306X102
|
Page 8 of 14 Pages
|
|
Item 5.
|
Ownership of Five Percent 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 owners 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:
|
|
The partners 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.
|
|
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
|
|
This Item 7 is not applicable.
|
|
|
Item 8.
|
Identification and Classification of Members of the Group:
|
|
This Item 8 is not applicable.
|
|
|
Item 9.
|
Notice of Dissolution of Group:
|
|
This Item 9 is not applicable.
|
|
|
Item 10.
|
Certification:
|
|
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.
|
|
CUSIP NO. 17306X102
|
Page 9 of 14 Pages
|
|
Date: February 14, 2011
|
SOROS FUND MANAGEMENT LLC
|
|
By: /s/ Jodye Anzalotta
|
|
|
Jodye Anzalotta
|
|
|
Assistant General Counsel
|
|
Date: February 14, 2011
|
GEORGE SOROS
|
|
By: /s/ Jodye Anzalotta
|
|
|
Jodye Anzalotta
|
|
|
Attorney-in-Fact
|
|
|
Date: February 14, 2011
|
ROBERT SOROS
|
|
By: /s/ Jodye Anzalotta
|
|
|
Jodye Anzalotta
|
|
|
Attorney-in-Fact
|
|
|
Date: February 14, 2011
|
JONATHAN SOROS
|
|
By: /s/ Jodye Anzalotta
|
|
|
Jodye Anzalotta
|
|
|
Attorney-in-Fact
|
|
|
CUSIP NO. 17306X102
|
Page 10 of 14 Pages
|
|
Page No.
|
||
|
A.
|
Joint Filing Agreement, dated as of February 14, 2011, by and among Soros Fund Management LLC, George Soros, Robert Soros, and Jonathan Soros
|
11
|
|
B.
|
Power of Attorney, dated as of June 26, 2009, granted by George Soros in favor of Armando T. Belly, Jodye Anzalotta, Maryann Canfield, Jay Schoenfarber, Robert Soros, and David Taylor
|
12
|
|
C.
|
Power of Attorney, dated as of October 3, 2007, granted by Robert Soros in favor of Armando T. Belly, Jodye Anzalotta, Maryann Canfield, Jay Schoenfarber, and David Taylor
|
13
|
|
D.
|
Power of Attorney, dated as of October 3, 2007, granted by Jonathan Soros in favor of Armando T. Belly, Jodye Anzalotta, Maryann Canfield, Jay Schoenfarber, and David Taylor
|
14
|
|
CUSIP NO. 17306X102
|
Page 11 of 14 Pages
|
|
Date: February 14, 2011
|
SOROS FUND MANAGEMENT LLC
|
|
By: /s/ Jodye Anzalotta
|
|
|
Jodye Anzalotta
|
|
|
Assistant General Counsel
|
|
Date: February 14, 2011
|
GEORGE SOROS
|
|
By: /s/ Jodye Anzalotta
|
|
|
Jodye Anzalotta
|
|
|
Attorney-in-Fact
|
|
|
Date: February 14, 2011
|
ROBERT SOROS
|
|
By: /s/ Jodye Anzalotta
|
|
|
Jodye Anzalotta
|
|
|
Attorney-in-Fact
|
|
|
Date: February 14, 2011
|
JONATHAN SOROS
|
|
By: /s/ Jodye Anzalotta
|
|
|
Jodye Anzalotta
|
|
|
Attorney-in-Fact
|
|
|
CUSIP NO. 17306X102
|
Page 12 of 14 Pages
|
|
CUSIP NO. 17306X102
|
Page 13 of 14 Pages
|
|
CUSIP NO. 17306X102
|
Page 14 of 14 Pages
|