SEC Form 4 · accession 0001140361-18-031664
CHRISTOPHER & BANKS CORP · CBK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Jonathan Duskin
Director · 10% Owner
Macellum Capital Management, LLC
10% Owner
Macellum Retail Opportunity Fund, LP
10% Owner
Macellum Advisors GP, LLC
10% Owner
MCM Management, LLC
10% Owner
MCM Managers, LLC
10% Owner
Macellum Management, LP
10% Owner
Period of report
Jul 2, 2018
Accepted (ET)
Jul 5, 2018 · 4:44 pm EDT
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 StockF2,F3,F4 | Jul 2, 2018 | P | 8,105 | $0.9166 | A | 4,440,562 | I | See Footnotes |
| Common StockF5,F3,F4 | Jul 3, 2018 | P | 21,463 | $0.934 | A | 4,462,025 | I | See Footnotes |
| Common StockF6,F3,F4 | Jul 5, 2018 | P | 22,735 | $0.9253 | A | 4,484,760 | I | See Footnotes |
| Common StockF1 | holding | — | — | — | 130,303 | D | ||
| Common StockF7,F8 | holding | — | — | — | 68,313 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This number includes restricted stock awards.
- F2The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.89 to $0.93, inclusive. The reporting persons will provide to Christopher & Banks Corporation (the "Issuer"), any security holder of the Issuer or the Securities and Exchange Commission ("SEC") staff, upon request, full information regarding the number of shares purchased at each price within the range.
- F3Represents shares of common stock of 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.
- F4(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.
- F5The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.91 to $0.95, inclusive. The reporting persons will provide to the Issuer, any 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.
- F6The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.91 to $0.93, inclusive. The reporting persons will provide to the Issuer, any 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.
- F7Represents 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.
- F8(Continued from Footnote 7) 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.