Statement of Changes in Beneficial Ownership (4)
January 18 2019 - 4:06PM
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
*
DUSKIN JONATHAN
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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
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O MACELLUM CAPITAL MANAGEMENT, LLC, 99 HUDSON STREET, 5TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/16/2019
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(Street)
NEW YORK, NY 10013
(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)
___ Form filed by One Reporting Person
_
X
_ 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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130303
(1)
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D
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Common Stock
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1/16/2019
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P
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55532
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A
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$0.612
(2)
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4691415
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I
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See Footnotes
(3)
(4)
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Common Stock
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1/17/2019
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P
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99182
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A
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$0.625
(5)
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4790597
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I
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See Footnotes
(3)
(4)
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Common Stock
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68313
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I
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See Footnotes
(6)
(7)
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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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Explanation of Responses:
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(1)
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This number includes restricted stock awards.
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(2)
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The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.60 to $0.62, inclusive. The reporting persons will provide to Christopher & Banks Corporation (the "Issuer"), any security holder of the Issuer or the Securities and Exchange Commission ("SEC") staff, upon request, full information regarding the number of shares purchased at each price within the range.
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(3)
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Represents shares of common stock of the Issuer directly held by Macellum Retail Opportunity Fund, LP ("Opportunity Fund"). Macellum Management, LP ("Macellum Management") may be deemed to have voting and investment power over the shares of common stock of the Issuer directly held by Opportunity Fund as the investment manager for Opportunity Fund. Macellum Advisors GP, LLC ("Macellum GP") may be deemed to have voting and investment power over such shares as the general partner of Opportunity Fund and of Macellum Management. Jonathan Duskin is the sole member of Macellum GP and may be deemed to have voting and investment power over the shares of common stock of the Issuer directly held by Opportunity Fund by virtue of his relationship with Macellum GP.
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(4)
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(Continued from Footnote 3) Macellum GP and Mr. Duskin may be deemed to have a pecuniary interest in the shares of common stock of the Issuer directly held by Opportunity Fund due to Macellum GP's right to receive a performance-based allocation. Each of Macellum Management, Macellum GP and Mr. Duskin disclaims beneficial ownership of the shares of common stock of the Issuer directly held by Opportunity Fund, except to the extent of their pecuniary interests therein. This report shall not be deemed an admission that any of Macellum Management, Macellum GP or Mr. Duskin is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
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(5)
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The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.61 to $0.65, inclusive. The reporting persons will provide to the Issuer, any security holder of the Issuer or the SEC staff, upon request, full information regarding the number of shares purchased at each price within the range.
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(6)
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Represents shares of common stock of the Issuer directly held by Macellum Capital Management, LLC ("Macellum Capital Management"). MCM Managers, LLC ("MCM Managers") may be deemed to have voting and investment power over the shares of common stock of the Issuer directly held by Macellum Capital Management as the managing member of Macellum Capital Management. MCM Management, LLC ("MCM Management") may be deemed to have voting and investment power over such shares as the managing member of MCM Managers. Mr. Duskin may be deemed to have voting and investment power over the shares of common stock of the Issuer directly held by Macellum Capital Management as the managing member of MCM Management. MCM Managers, MCM Management and Mr. Duskin may be deemed to have a pecuniary interest in the shares of common stock of the Issuer directly held by Macellum Capital Management due to MCM Managers' right to receive a performance-based allocation.
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(7)
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(Continued from Footnote 6) Each of MCM Managers, MCM Management and Mr. Duskin disclaims beneficial ownership of the shares of common stock of the Issuer directly held by Macellum Capital Management except to the extent of their pecuniary interests therein. This report shall not be deemed an admission that any of MCM Managers, MCM Management or Mr. Duskin is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
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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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DUSKIN JONATHAN
C/O MACELLUM CAPITAL MANAGEMENT, LLC
99 HUDSON STREET, 5TH FLOOR
NEW YORK, NY 10013
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X
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X
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Macellum Retail Opportunity Fund, LP
C/O MACELLUM CAPITAL MANAGEMENT, LLC
99 HUDSON STREET, 5TH FLOOR
NEW YORK, NY 10013
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X
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Macellum Capital Management, LLC
99 HUDSON STREET, 5TH FLOOR
NEW YORK, NY 10013
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X
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Macellum Advisors GP, LLC
C/O MACELLUM CAPITAL MANAGEMENT, LLC
99 HUDSON STREET, 5TH FLOOR
NEW YORK, NY 10013
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X
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Macellum Management, LP
C/O MACELLUM CAPITAL MANAGEMENT, LLC
99 HUDSON STREET, 5TH FLOOR
NEW YORK, NY 10013
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X
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MCM Managers, LLC
C/O MACELLUM CAPITAL MANAGEMENT, LLC
99 HUDSON STREET, 5TH FLOOR
NEW YORK, NY 10013
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X
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MCM Management, LLC
C/O MACELLUM CAPITAL MANAGEMENT, LLC
99 HUDSON STREET, 5TH FLOOR
NEW YORK, NY 10013
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X
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Signatures
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/s/ Jonathan Duskin
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1/18/2019
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**
Signature of Reporting Person
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Date
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MACELLUM RETAIL OPPORTUNITY FUND, LP, By: Macellum Advisors GP, LLC, its general partner, /s/ Jonathan Duskin, Sole Member
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1/18/2019
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Signature of Reporting Person
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Date
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MACELLUM CAPITAL MANAGEMENT, LLC, By: MCM Managers, LLC, its managing member, By: MCM Management, LLC, its managing member, /s/ Jonathan Duskin, Managing Member
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1/18/2019
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Signature of Reporting Person
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Date
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MACELLUM ADVISORS GP, LLC, /s/ Jonathan Duskin, Sole Member
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1/18/2019
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Signature of Reporting Person
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Date
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MACELLUM MANAGEMENT, LP, By Macellum Advisors GP, LLC, its general partner, /s/ Jonathan Duskin, Sole Member
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1/18/2019
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Signature of Reporting Person
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Date
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MCM MANAGERS, LLC, By: MCM Management, LLC, its managing member, /s/ Jonathan Duskin, Managing Member
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1/18/2019
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Signature of Reporting Person
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Date
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MCM MANAGEMENT, LLC, /s/ Jonathan Duskin, Managing Member
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1/18/2019
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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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