SEC Form 4 · accession 0000883943-17-000009
CHRISTOPHER & BANKS CORP · CBK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joel N Waller
Officer — President & CEO · Director
Period of report
Jan 17, 2017
Accepted (ET)
Jan 19, 2017 · 4:34 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000883943
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jan 17, 2017 | A | 200,000 | $0.00 | A | 220,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F2 | $1.42 | Jan 17, 2017 | A | 375,000 | A | — | Jan 17, 2022 | Common Stock | 375,000 | 375,000 | D |
Explanation of responses
- F1The reporting person was awarded 200,000 shares of Common Stock pursuant to a Restricted Stock Agreement. The restricted stock will vest, if at all, in two tranches: one tranche of 100,000 shares will vest if, on any date prior to the "Vesting Date" (as defined below), the Company's common stock has a closing price equal to or greater than $3.00 on the New York Stock Exchange ("NYSE"), and the second tranche of 100,000 shares will vest if, on any date prior to the Vesting Date, the Company's common stock has a closing price equal to or greater than $4.00 on the NYSE. If a threshold is not met, the tranche of shares of restricted stock subject to such threshold will be forfeited. "Vesting Date" means the twelve-month anniversary of Executive's last date of service as interim CEO.
- F2The reporting person was granted an option that will vest and become exercisable upon the earlier to occur of: (i) January 17, 2018, (ii) the date on which the Company has hired a permanent Chief Executive Officer, and (iii) the termination of the reporting person's employment without cause due to a change in control of the Company. The stock options will be exercisable after vesting and also following the reporting person's employment termination (assuming such termination is not for cause, death or disability) for the lesser of (i) three years following the reporting person's employment termination date and (ii) the remaining term of the option.