| 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) |
| VP, Controller |
|
3. Date of Earliest Transaction
(Month/Day/Year)
11/12/2016
|
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)
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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
|
11/12/2016 |
|
F |
|
981
|
D
|
$
1.58
|
13,907
|
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)
|
$
1.39
|
|
|
|
|
|
|
11/12/2016
|
11/12/2025 |
Common Stock
|
15,609.00
|
|
15,609
|
D
|
|
|
Employee Stock Option (Right to Buy)
|
$
2.12
|
|
|
|
|
|
|
09/01/2017
|
09/01/2026 |
Common Stock
|
43,009.00
|
|
43,009
|
D
|
|
| Explanation of Responses: |
|
|
|
|
|
/s/Brook T. Nuernberg, Attorney-in-Fact |
11/15/2016 |
|
** 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. |
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, Brook Nuernberg, and Barbara Spilane,
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 an officer and/or director of
Christopher & Banks Corporation (the "Company"),
Forms 3, 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 3, 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 supersedes any power of attorney
previously executed by the undersigned regarding the purposes
outlined in paragraph no. 1 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 4th day of October, 2016.
/s/ Marc A. Ungerman
Marc A. Ungerman
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