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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CHRISTOPHER & BANKS CORP [ CBK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/27/2011 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 07/27/2011 | A | 11,382(6) | A | $0 | 58,258(7) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Stock Option (Right to Buy) | $26.61 | 01/26/2007(1) | 07/26/2016 | Common Stock | 12,000 | 12,000 | D | ||||||||
Stock Option (Right to buy) | $14.63 | 02/01/2008(1) | 08/01/2017 | Common Stock | 12,000 | 12,000 | D | ||||||||
Stock Option (Right to Buy) | $8.69 | 01/30/2009(1) | 07/30/2018 | Common Stock | 12,000 | 12,000 | D | ||||||||
Stock Option (Right to Buy) | $6.98 | 01/29/2010(2) | 07/29/2019 | Common Stock | 36,000 | 36,000 | D | ||||||||
Restricted Stock Unit | $0.00(3) | (4) | (4) | Common Stock | 9,523 | 9,523 | D | ||||||||
Stock Option (Right to Buy) | $5.94 | 07/10/2011(5) | 01/10/2021 | Common Stock | 100,000 | 100,000 | D |
Explanation of Responses: |
1. The reporting person was granted an option that becomes fully exercisable six months after the date of grant, beginning the date shown. |
2. The reporting person was granted an option that shall vest and become exercisable in cumulative incremental installments of 33% at six months, eighteen months and 30 months from the date of grant, beginning the date shown. |
3. Each restricted stock unit represents a contingent right to receive one share of Christopher & Banks Common Stock. |
4. On July 27, 2010, the reporting person was awarded 9,532 shares of Common Stock pursuant to a Restricted Stock Agreement. The rights awarded vest immediately. Vested shares will be delivered to the reporting person upon the earlier of January 15, 2015 or following retirement form the Board of Christopher & Banks. |
5. The reporting person was granted an option that shall vest and become exercisable in cumulative incremental installments of 25,000 shares at 6 months, 12 months, 18 months and 24 months from the date of grant, beginning the date shown, assuming that the reporting person is still serving as the non-executive Chair of the Board on each such date. The vesting of the option shares shall be accelerated in the event of a change-in-control of the Company, as such term is defined in the applicable Plan. |
6. On July 27, 2011, the reporting person was awarded 11,382 shares of Common Stock pursuant to a Restricted Stock Agreement. The shares awarded vest immediately and are not restricted from sale for any specified period of time following the grant. |
7. This number includes restricted stock awards. |
Sandra L. Miller, Attorney-in-Fact | 07/29/2011 | |
** 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. |