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