| 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) 12/19/2010 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 12/22/2010 |
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 | 12/19/2010 | A(3) | 7,000 | A | $0 | 64,077 | D | |||
| Common Stock | 12/22/2010 | F(4)(6) | 2,289 | D | $5.69 | 61,788(5) | D | |||
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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) | $18.79 | 01/27/2006(1) | 07/27/2010 | Common Stock | 18,000 | 18,000 | D | ||||||||
| 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 | ||||||||
| 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. The reporting person's restricted stock award agreement provides that the reporting person has the right to receive 7,000 shares of restricted stock per month, issuable on the anniversary date of grant, for a maximum of up to six months, provided that the reporting person continues to hold the position of Interim Chief Executive Officer at the time of grant. The restricted stock immediately vests upon issuance, but is not transferable until after the reporting person is no longer acting as Interim Chief Executive Officer. |
| 4. On December 19, 2010, shares of restricted stock vested for the reporting person. The reporting person used shares of that restricted stock to satisfy the payroll tax liability incurred as a result of the vesting of the shares. |
| 5. This number includes restricted stock awards. |
| 6. An amended Form 4 is being filed due to a typographical error. The transaction date for the use of restricted stock to satisfy the payroll tax liability should have been December 22, 2010, rather than December 19, 2010. |
| Remarks: |
| THIS FILING HAS BEEN AMENDED SOLELY TO CORRECT A TYPOGRAPHICAL ERROR (SEE FOOTNOTE 6). THE REMAINDER OF THE FILING IS SET FORTH IN ITS ENTIRETY WITHOUT CHANGE. |
| Sandra Miller, Attorney-in-Fact | 01/04/2011 | |
| ** 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. | ||