SEC FORM 4

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^*

PRANGE WILLIAM J

(Last)

(First)

(Middle)

2400 XENIUM LANE NORTH

(Street)

PLYMOUTH

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2005

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/12/2005		S		3,500	D	$18.03	397,495	D
Common Stock	05/17/2005		S		4,500	D	$18.03	392,995	D
Common Stock	05/17/2005		M		500	A	$18.03	393,495	D
Common Stock	05/17/2005		S		500	D	$18.03	392,995	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)⁽¹⁾⁽⁵⁾	$1.4074	05/17/2005		M			500	03/27/1999	03/27/2008	Common Stock	80,824	$1.4074	80,324	D
Employee Stock Option (right to buy)⁽²⁾⁽⁵⁾	$7.7778							07/27/2001	07/27/2010	Common Stock	202,500		202,500	D
Employee Stock Option (right to buy)⁽³⁾⁽⁵⁾	$21.4667							01/07/2003	01/07/2012	Common Stock	375,000		375,000	D
Employee Stock Option (right to buy)⁽⁴⁾	$18.33							01/06/2005	01/06/2014	Common Stock	375,000		375,000	D

Explanation of Responses:

1. On March 27, 1998, the reporting person was granted an option to purchase 759,375 shares of common stock. The option vests in five equal annual installments beginning March 27, 1999.

2. On July 27, 2000, the reporting person was granted an option to purchase 337,500 shares of common stock. The option vests annually in five equal installments beginning on July 27, 2001.

3. On January 7, 2002, the reporting person was granted an option to purchase 375,000 shares of common stock. The option vests annually in five equal installments beginning on January 7, 2003.

4. On January 6, 2004, the reporting person was granted an option to purchase 375,000 shares of common stock. The option vests annually in five equal installments beginning on January 6, 2005.

5. On December 14, 1999, July 11, 2000, February 12, 2001, December 12, 2001 and August 27, 2003, the Company effected 3-for-2 stock splits. The above share amounts and prices reflect the effect of the stock splits.

Remarks:

	/s/ William J. Prange	05/18/2005
	** 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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