Form 4 CHRISTOPHER & BANKS CORP For: Dec 15 Filed by: Stemper Cindy J
December 17, 2014 4:57 PM EST
| 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
|
| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Expires: |
December 31, 2014 |
| Estimated average burden |
| hours per response: |
0.5 |
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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)
|
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, Human Resources |
|
3. Date of Earliest Transaction
(Month/Day/Year)
12/15/2014
|
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
|
12/15/2014 |
|
P |
|
3,000
|
A
|
$
4.6551
|
15,003
|
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)
|
$
7.58
|
|
|
|
|
|
|
09/27/2011
|
09/27/2020 |
Common Stock
|
17,250
|
|
17,250
|
D
|
|
|
Employee Stock Option (Right to Buy)
|
$
6.28
|
|
|
|
|
|
|
04/18/2012
|
04/18/2021 |
Common Stock
|
26,236
|
|
26,236
|
D
|
|
|
Employee Stock Option (Right to Buy)
|
$
1.91
|
|
|
|
|
|
|
03/29/2013
|
03/29/2022 |
Common Stock
|
29,272
|
|
29,272
|
D
|
|
|
Employee Stock Option (Right to Buy)
|
$
6.25
|
|
|
|
|
|
|
03/15/2014
|
03/15/2023 |
Common Stock
|
7,336
|
|
7,336
|
D
|
|
| Explanation of Responses: |
|
|
|
|
|
|
|
Sandra L. Miller, Attorney-in-Fact |
12/17/2014 |
|
** 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. |
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby
constitutes and appoints Luke Komarek, Anne Meyer, Sandra
Miller and Barbara Spilane 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 an officer and/or director of
Christopher & Banks Corporation (the "Company"), Forms 3,
4 and 5 (including amendments thereto) in accordance
with Section 16(a) of the Securities Exchange Act of 1934
and the rules and regulations 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
complete and execute any such Forms 3, 4 or 5 or Form ID
and timely file such forms (including amendments thereto)
and application with the United States Securities and
Exchange Commission and any stock exchange or similar
authority, and
3. 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 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
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, any of the undersigned's
responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.
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 supersedes any power of attorney
previously executed by the undersigned regarding the purposes
outlined in the first paragraph hereof ("Prior Powers of
Attorney"), and the authority of the attorneys-in-fact
named in any Prior Powers of Attorney is hereby revoked.
This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 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 15th day of July, 2013.
/s/ Cindy J. Stemper
Cindy J. Stemper
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