Citi Trends (CTRN) Form 4 Citi Trends / JONATHAN DUSKIN ownership change

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^*

DUSKIN JONATHAN

(Last) (First) (Middle)

MACELLUM CAPITAL MANAGEMENT, LLC

60 BROAD STREET, SUITE 3825

(Street)

NEW YORK NY 10004

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Citi Trends Inc [ CTRN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2023

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

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

X	Form filed by One Reporting Person
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/25/2023		S		2,100	D	$23.56(1)	13,275	D
Common Stock	08/28/2023		S		6,000	D	$23.02(2)	7,275	D
Common Stock	08/29/2023		S		3,217	D	$22.73(3)	4,058	D
Common Stock								57,396	I	By Macellum Home Fund, LP(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reflects the weighted average sale price of multiple open market sale transactions effected by the Reporting Person on the same day at different prices through a sale order executed by a broker-dealer. The range of prices for the sale transactions was $23.25 to $24.02 The reporting person hereby undertakes to provide upon request by the Securities Exchange Commission staff, the issuer, or a shareholder of the issuer, full information regarding the number of shares sold at each separate price.

2. Reflects the weighted average sale price of multiple open market sale transactions effected by the Reporting Person on the same day at different prices through a sale order executed by a broker-dealer. The range of prices for the sale transactions was $22.91 to $23.83 The reporting person hereby undertakes to provide upon request by the Securities Exchange Commission staff, the issuer, or a shareholder of the issuer, full information regarding the number of shares sold at each separate price.

3. Reflects the weighted average sale price of multiple open market sale transactions effected by the Reporting Person on the same day at different prices through a sale order executed by a broker-dealer. The range of prices for the sale transactions was $22.46 to $22.96 The reporting person herebyundertakes to provide upon request by the Securities Exchange Commission staff, the issuer, or a shareholder of the issuer, full information regarding thenumber of shares sold at each separate price.

4. Represents securities of the Issuer owned directly by Macellum Home Fund, LP ("Home Fund"). Macellum Advisors, LP serves as the investment manager of the Home Fund. Macellum Advisors GP, LLC ("Macellum GP") serves as the general partner of Macellum Advisors, LP and the Home Fund. As the sole member of Macellum GP, Mr. Duskin may be deemed to beneficially own the securities of the Issuer owned directly by the Home Fund.

	/s/ Jonathan Duskin	08/29/2023
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.