Statement of Changes in Beneficial Ownership (4)
July 05 2016 - 4:58PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
WARDELL LISA W
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2. Issuer Name
and
Ticker or Trading Symbol
CHRISTOPHER & BANKS CORP
[
CBK
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
Chair, Board of Directors
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(Last)
(First)
(Middle)
2400 XENIUM LANE NORTH
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/1/2016
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(Street)
PLYMOUTH, MN 55441
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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86616
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D
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Common Stock
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255
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I
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Custodial Accounts
(1)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (Right to Buy)
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$5.85
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12/1/2011
(2)
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6/1/2021
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Common Stock
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14000
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14000
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D
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Phantom Stock
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(3)
(4)
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(5)
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(5)
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Common Stock
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16393
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16393
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D
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Restricted Stock Units
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(6)
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7/1/2016
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A
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30303
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(7)
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(7)
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Common Stock
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30303
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$0
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30303
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D
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Explanation of Responses:
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(
1)
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The total shares reflected are held in separate custodial accounts of 75 shares, 70 shares, 70 shares and 40 shares for four minor sons.
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(
2)
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On June 1, 2011, the reporting person was granted an option to exercise 14,000 shares of Common Stock. The option vests in three annual installments of 4,667 shares on December 1, 2011, 4,667 shares on December 1, 2012 and 4,666 shares on December 1, 2013.
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(
3)
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Previously reported as restricted stock units. Pursuant to a prior election of the reporting person, upon vesting on June 25, 2016 of restricted stock units previously granted to the reporting person, the reporting person deferred the receipt of 16,393 shares of common stock and received instead an equal number of shares of phantom stock pursuant to the Company's 2013 Directors' Equity Incentive Plan.
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(
4)
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Each share of phantom stock represents a right to receive one share of common stock.
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(
5)
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The phantom stock becomes payable in a single issuance of common stock when the reporting person no longer serves as a director of the Company in accordance with the prior election of the reporting person.
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(
6)
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Each restricted stock unit represents a contingent right to receive one share of the Company's common stock on a one-for-one basis.
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(
7)
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Subject to the forfeiture provisions set forth in the restricted stock unit agreement, the restricted stock units vest in full on the earlier of (i) June 30, 2017 or (ii) the date of the 2017 Annual Meeting of Stockholders. Vested shares will be delivered in a single lump sum to the reporting person effective as of the date when the reporting person no longer serves as a director of the Company in accordance with the election of the reporting person.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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WARDELL LISA W
2400 XENIUM LANE NORTH
PLYMOUTH, MN 55441
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X
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Chair, Board of Directors
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Signatures
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Brook T. Nuernberg, Attorney-in-Fact
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7/5/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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