SEC Form 4
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*
Thompson Gary A
(Last) (First) (Middle)
2400 XENIUM LANE NORTH
(Street)
PLYMOUTH MN 55441
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CHRISTOPHER & BANKS CORP [ CBK ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, Store Operations
3. Date of Earliest Transaction (Month/Day/Year)
04/19/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 04/19/2010 A(4) 8,000 A $0.00 31,365 D
Common Stock 04/19/2010 A(5) 6,400 A $0.00 37,765 D
Common Stock 04/21/2010 M 3,500 A $6.8 41,265 D
Common Stock 04/21/2010 M 7,000 A $4.18 48,265 D
Common Stock 04/21/2010 S 13,865 D $10.6311(6) 34,400(7) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Employee Stock Option (Right to Buy) $6.8 06/30/2009(1) 06/30/2018 Common Stock 10,500 10,500 D
Employee Stock Option (Right to Buy) $4.18 04/13/2010(2) 04/13/2019 Common Stock 35,000 35,000 D
Employee Stock Option (Right to Buy) $10.8 04/19/2010 A 22,400 04/19/2011(3) 04/19/2020 Common Stock 22,400 $10.8 22,400 D
Employee Stock Option (Right to Buy) $6.8 04/21/2010 M 3,500 06/30/2009 06/30/2018 Common Stock 3,500 $0 0 D
Employee Stock Option (Right to Buy) $4.18 04/21/2010 M 7,000 04/13/2010 04/13/2019 Common Stock 7,000 $0 0 D
Explanation of Responses:
1. On June 30, 2008, the reporting person was granted an option to exercise 10,500 shares of Common Stock. The option vests equally in three annual installments beginning on June 30, 2009.
2. On April 13, 2009, the reporting person was granted an option to exercise 35,000 shares of Common Stock. The option vests equally in five annual installments of 7,000 shares beginning on April 13, 2010.
3. On April 19, 2010, the reporting person was granted an option to exercise 22,400 shares of Common Stock. The option vests in three annual installments of 7,466 shares on April 19, 2011, 7,467 shares on April 19, 2012 and 7,467 shares on April 19, 2013.
4. On April 19, 2010, the reporting person was granted 8,000 shares of Common Stock pursuant to a Restricted Stock Agreement. The shares are subject to forfeiture and are scheduled to vest as to one-third of the shares on each of April 19, 2011, April 19, 2012 and April 19, 2013, pursuant to the terms of the Restricted Stock Agreement.
5. On April 19, 2010, the reporting person was granted 6,400 shares of Common Stock pursuant to a Restricted Stock Agreement. All or a portion of the shares are subject to forfeiture based on pre-determined corporate financial performance criteria for fiscal year 2011. Following the completion of fiscal 2011, a determination will be made if the threshold financial performance criteria have been met or exceeded. If the threshold level of performance is not met, all of the Restricted Stock is forfeited. To the extent that the performance-based restrictions lapse as to some or all of the Restricted Stock, then the shares vest as follows: (i) one-third as of the date the performance-based restrictions lapse and (ii) one-third each on April 19, 2012 and April 19, 2013.
6. The price reported is the weighted average sale price for the transactions reported. The prices received ranged from $10.54 to $10.72. The reporting person will provide to the issuer, a security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each price within the range.
7. This number includes restricted stock awards.
Sandra Miller, Attorney-in-Fact 04/21/2010
** 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).
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