Form 3 CHARLOTTE RUSSE HOLDING For: Sep 29 Filed by: Advent CR, Inc. (10K)

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Advent CR, Inc.

(Last)

(First)

(Middle)

C/O ADVENT INTERNATIONAL CORPORATION, 75 STATE STREE, 29TH FLOOR

(Street)

BOSTON

02109

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/29/2009

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	18,001,964	D ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Excercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Excercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

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�3�is�the �second�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 5(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.

EX-99

Signatures for Form 3

DESIGNATED REPORTING PERSON:

ADVENT CR INC.

By:		/s/ Andrew W. Crawford
Name:		Andrew W. Crawford
Title:		Director
Date:		October 14, 2009

JOINT FILERS:

ADVENT CR HOLDINGS, INC.

By:		/s/ Andrew W. Crawford
Name:		Andrew W. Crawford
Title:		Director
Date:		October 14, 2009

ADVENT CR CAYMAN LIMITED PARTNERSHIP

By: Advent CR GP Limited, General Partner

By:		/s/ Michael J Ristaino
Name:		Michael J Ristaino
Title:		Director
Date:		October 14, 2009

ADVENT CR GP LIMITED

By:		/s/ Michael J Ristaino
Name:		Michael J Ristaino
Title:		Director
Date:		October 14, 2009

ADVENT PARTNERS GPE VI 2009 LIMITED PARTNERSHIP

ADVENT PARTNERS GPE VI 2008 LIMITED PARTNERSHIP

ADVENT PARTNERS GPE VI – A LIMITED PARTNERSHIP

By:

Advent International LLC, General Partner

By:

Advent International Corporation, Manager

By:		/s/ Jarlyth Gibson
Name:		Jarlyth Gibson
Title:		Assistant Compliance Officer
Date:		October 14, 2009

ADVENT INTERNATIONAL GPE VI LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VI-A LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VI-B LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VI-F LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VI-G LIMITED PARTNERSHIP

By:

GPE VI GP Limited Partnership, General Partner

By:

Advent International LLC, General Partner

By:

Advent International Corporation, Manager

By:		/s/ Jarlyth Gibson
Name:		Jarlyth Gibson
Title:		Assistant Compliance Officer
Date:		October 14, 2009

ADVENT INTERNATIONAL GPE VI-C LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VI-D LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VI-E LIMITED PARTNERSHIP

By:

GPE VI GP (Delaware) Limited Partnership, General Partner

By:

Advent International LLC, General Partner

By:

Advent International Corporation, Manager

By:		/s/ Jarlyth Gibson
Name:		Jarlyth Gibson
Title:		Assistant Compliance Officer
Date:		October 14, 2009

GPE VI GP LIMITED PARTNERSHIP

By:

Advent International LLC, General Partner

By:

Advent International Corporation, Manager

By:		/s/ Jarlyth Gibson
Name:		Jarlyth Gibson
Title:		Assistant Compliance Officer
Date:		October 14, 2009

GPE VI GP (DELAWARE) LIMITED PARTNERSHIP

By:

Advent International LLC, General Partner

By:

Advent International Corporation, Manager

By:		/s/ Jarlyth Gibson
Name:		Jarlyth Gibson
Title:		Assistant Compliance Officer
Date:		October 14, 2009

ADVENT INTERNATIONAL LLC

By:

Advent International Corporation, Manager

By:		/s/ Jarlyth Gibson
Name:		Jarlyth Gibson
Title:		Assistant Compliance Officer
Date:		October 14, 2009

ADVENT INTERNATIONAL CORPORATION

By:		/s/ Jarlyth Gibson
Name:		Jarlyth Gibson
Title:		Assistant Compliance Officer
Date:		October 14, 2009

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