0000883943-17-000062.txt : 20170329
0000883943-17-000062.hdr.sgml : 20170329
20170329172334
ACCESSION NUMBER: 0000883943-17-000062
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20170316
FILED AS OF DATE: 20170329
DATE AS OF CHANGE: 20170329
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CHRISTOPHER & BANKS CORP
CENTRAL INDEX KEY: 0000883943
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-WOMEN'S CLOTHING STORES [5621]
IRS NUMBER: 061195422
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0128
BUSINESS ADDRESS:
STREET 1: 2400 XENIUM LANE NORTH
CITY: PLYMOUTH
STATE: MN
ZIP: 55441-3626
BUSINESS PHONE: 7635515000
MAIL ADDRESS:
STREET 1: 2400 XENIUM LN NORTH
CITY: PLYMOUTH
STATE: MN
ZIP: 55441-3626
FORMER COMPANY:
FORMER CONFORMED NAME: BRAUNS FASHIONS CORP
DATE OF NAME CHANGE: 19930328
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: DUSKIN JONATHAN
CENTRAL INDEX KEY: 0001350166
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-31390
FILM NUMBER: 17723042
MAIL ADDRESS:
STREET 1: MACELLUM CAPITAL MANAGEMENT, LLC
STREET 2: 99 HUDSON STREET, 5TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10013
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Macellum Retail Opportunity Fund, LP
CENTRAL INDEX KEY: 0001607223
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-31390
FILM NUMBER: 17723043
BUSINESS ADDRESS:
STREET 1: 99 HUDSON ST.
STREET 2: 5TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10013
BUSINESS PHONE: 212.956.3008
MAIL ADDRESS:
STREET 1: 99 HUDSON ST.
STREET 2: 5TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10013
FORMER NAME:
FORMER CONFORMED NAME: Macellum SPV I, LP
DATE OF NAME CHANGE: 20140505
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Macellum Capital Management, LLC
CENTRAL INDEX KEY: 0001468348
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-31390
FILM NUMBER: 17723044
BUSINESS ADDRESS:
STREET 1: 512 7TH AVENUE
STREET 2: 40TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10018
BUSINESS PHONE: 212-956-3008
MAIL ADDRESS:
STREET 1: 512 7TH AVENUE
STREET 2: 40TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10018
4
1
wf-form4_149082259786648.xml
FORM 4
X0306
4
2017-03-16
0
0000883943
CHRISTOPHER & BANKS CORP
CBK
0001350166
DUSKIN JONATHAN
C/O MACELLUM CAPITAL MANAGEMENT, LLC
99 HUDSON STREET, 5TH FLOOR
NEW YORK
NY
10013
1
0
1
1
related entity to 10% owner
0001468348
Macellum Capital Management, LLC
C/O MACELLUM CAPITAL MANAGEMENT, LLC
99 HUDSON STREET, 5TH FLOOR
NEW YORK
NY
10013
0
0
0
1
Related legal entity
0001607223
Macellum Retail Opportunity Fund, LP
C/O MACELLUM CAPITAL MANAGEMENT, LLC
99 HUDSON STREET, 5TH FLOOR
NEW YORK
NY
10013
0
0
1
0
Common Stock
30303
D
Common Stock
2017-03-16
4
P
0
10000
1.2679
A
3824113
I
See Footnotes
Common Stock
2017-03-17
4
P
0
74000
1.2761
A
3898113
I
See Footnotes
Common Stock
2017-03-20
4
P
0
30000
1.2705
A
3928113
I
See Footnotes
Common Stock
2017-03-21
4
P
0
25000
1.3224
A
3953113
I
See Footnotes
Common Stock
2017-03-22
4
P
0
5000
1.297
A
3958113
I
See Footnotes
Common Stock
2017-03-28
4
P
0
157550
1.4609
A
4115663
I
See Footnotes
Common Stock
2017-03-29
4
P
0
74294
1.4704
A
4189957
I
See Footnotes
Common Stock
68313
I
See Footnotes
The number includes restricted stock awards.
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.23 to $1.28, inclusive. The reporting person will provide the issuer, a 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.
Represents shares of common stock of Christopher & Banks Corporation (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.
(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.
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.25 to $1.29, inclusive. The reporting person will provide the issuer, a 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.
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.26 to $1.285, inclusive. The reporting person will provide the issuer, a 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.
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.30 to $1.33, inclusive. The reporting person will provide the issuer, a 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.
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.28 to $1.325, inclusive. The reporting person will provide the issuer, a 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.
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.375 to $1.50, inclusive. The reporting person will provide the issuer, a 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.
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.43 to $1.49, inclusive. The reporting person will provide the issuer, a 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.
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 of 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.
(Continued from Footnote 11) 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.
/s/Brook T. Nuernberg, Attorney-in-Fact
2017-03-29
EX-24
2
ex24macellum.txt
MACELLUMPOA
CHRISTOPHER & BANKS CORPORATION
LIMITED POWER OF ATTORNEY
FOR
SECTION 16 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby
constitutes and appoints GabriellaGelardi, Luke Komarek,
Therese Miller, and Brook Nuernberg,or any one of them,
as the undersigned's true and lawful
attorneys-in-fact to:
1. execute for and on behalf of the undersigned, in the
undersigned's capacity as a related entity to Jonathan
Duskin, director of Christopher & Banks Corporation
the "Company"), Forms 4 and 5 (including, as applicable,
any amendments thereto) with respect to securities of the
Company, in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder, and a Form ID,
Uniform Application for Access Codes to File on Edgar;
2. do and perform any and all acts for and on behalf of
the undersigned which may be necessary or desirable to
prepare, complete, execute, deliver and timely file any
such Forms 4 or 5 or Form ID (including, as applicable,
any amendments to any of such Forms) with the United States
Securities and Exchange Commission and any stock exchange
or similar authority;
3. seek or obtain, as the undersigned's representative and
on the undersigned's behalf, information regarding
transactions in the Company's securities from any third
party including, but not limited to, brokers, employee
benefit plan administrators and trustees, and the
undersigned hereby authorizes any such third
party to release any such information to the
undersigned and approves and ratifies any such
release of information to the undersigned; and
4. take any other action of any type whatsoever in
connection with the foregoing which, in the opinion
of such attorney-in-fact, may be of benefit to, in the
best interest of or legally required by, the undersigned,
it being understood that the documents executed by
such attorney-in-fact on behalf of the undersigned pursuant
to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact
may approve in such attorney-in-fact's discretion.
The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request
of the undersigned, are not assuming, nor is the Company
assuming (i) any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act
of 1934, or liability related thereto, (ii) any liability
of the undersigned for any failure to comply with such
requirements, or (iii) any obligation or liability of the
undersigned for profit disgorgement under Section16(b) of
the Exchange Act.
The undersigned hereby grants to each such attorney-in-fact
full power and authority to do and perform any and every act
and thing whatsoever requisite, necessary or proper to be done
in the exercise of any of the rights and powers herein granted,
as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution
or revocation, hereby ratifying and confirming
all that such attorney-in-fact, or such attorney-in-fact's
substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and
powers herein granted.
The undersigned agrees that each such attorney-in-fact herein
may rely entirely on information furnished orally or in writing
by the undersigned to any of the attorneys-in-fact.
This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 4 or 5 with
respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier (a) revoked
by the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact or (b) superseded by a new power of attorney
regarding the purposes outlined in the first paragraph hereof
dated as of a later date.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 28th day of March, 2017.
MACELLUM RETAIL OPPORTUNITY FUND, LP
By: Macellum Advisors GP, LLC, its general partner
By: /s/ Jonathan Duskin
Name: Jonathan Duskin
Title: Sole Member
MACELLUM CAPITAL MANAGEMENT, LLC
By: MCM Managers, LLC, its managing member
By: /s/ Jonathan Duskin
Name: Jonathan Duskin
Title: Managing Member
MACELLUM ADVISORS GP, LLC
By: /s/ Jonathan Duskin
Name: Jonathan Duskin
Title: Sole Member
MACELLUM MANAGEMENT, LP
By: Macellum Advisors GP, LLC, its general partner
By: /s/ Jonathan Duskin
Name: Jonathan Duskin
Title: Sole Member
MCM MANAGERS, LLC
By: MCM Management, LLC, its managing member
By: /s/ Jonathan Duskin
Name: Jonathan Duskin
Title: Managing Member
MCM MANAGEMENT, LLC
By: /s/ Jonathan Duskin
Name: Jonathan Duskin
Title: Managing Member