UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Christopher & Banks Corporation

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

171046105

(CUSIP number)

Jonathan Duskin

c/o Macellum Capital Management, LLC

99 Hudson Street, 5th Floor

New York, New York 10013

(212) 956-3008

Jeffrey L. Kochian

Akin Gump Strauss Hauer & Feld LLP

One Bryant Park

New York, New York 10036

(212) 872-8069

(Name, address and telephone number of person authorized to receive notices and communications)

May 15, 2015

(Date of event which requires filing of this statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.   ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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CUSIP No. 171046105

 

1.		NAMES OF REPORTING PERSONS   Macellum Retail Opportunity Fund, LP
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨        (b)  ¨
3.		SEC USE ONLY
4.		SOURCE OF FUNDS*   WC
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   ¨
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7.		SOLE VOTING POWER:   1,880,006
				8.		SHARED VOTING POWER:   0
				9.		SOLE DISPOSITIVE POWER:   1,880,006
				10.		SHARED DISPOSITIVE POWER:   0
11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:   1,880,006
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ¨
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   5.1% (1)
14.		TYPE OF REPORTING PERSON*   PN

 

(1)	Based on 37,204,662 shares of common stock outstanding as of April 30, 2015, as disclosed in the Issuer’s Proxy Statement filed with the SEC on May 12, 2015.

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CUSIP No. 171046105

 

1.		NAMES OF REPORTING PERSONS   Macellum Capital Management, LLC
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨        (b)  ¨
3.		SEC USE ONLY
4.		SOURCE OF FUNDS*   WC
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   ¨
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7.		SOLE VOTING POWER:   32,582
				8.		SHARED VOTING POWER:   0
				9.		SOLE DISPOSITIVE POWER:   32,582
				10.		SHARED DISPOSITIVE POWER:   0
11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:   32,582
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ¨
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   Less than 1% (1)
14.		TYPE OF REPORTING PERSON*   OO

 

(1)	Based on 37,204,662 shares of common stock outstanding as of April 30, 2015, as disclosed in the Issuer’s Proxy Statement filed with the SEC on May 12, 2015.

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CUSIP No. 171046105

 

1.		NAMES OF REPORTING PERSONS   Macellum Advisors GP, LLC
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨        (b)  ¨
3.		SEC USE ONLY
4.		SOURCE OF FUNDS*   OO
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   ¨
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7.		SOLE VOTING POWER:   1,880,006
				8.		SHARED VOTING POWER:   0
				9.		SOLE DISPOSITIVE POWER:   1,880,006
				10.		SHARED DISPOSITIVE POWER:   0
11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:   1,880,006
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ¨
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   5.1% (1)
14.		TYPE OF REPORTING PERSON*   OO

 

(1)	Based on 37,204,662 shares of common stock outstanding as of April 30, 2015, as disclosed in the Issuer’s Proxy Statement filed with the SEC on May 12, 2015.

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CUSIP No. 171046105

 

1.		NAMES OF REPORTING PERSONS   Macellum Management, LP
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨        (b)  ¨
3.		SEC USE ONLY
4.		SOURCE OF FUNDS*   OO
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   ¨
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7.		SOLE VOTING POWER:   1,880,006
				8.		SHARED VOTING POWER:   0
				9.		SOLE DISPOSITIVE POWER:   1,880,006
				10.		SHARED DISPOSITIVE POWER:   0
11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:   1,880,006
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ¨
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   5.1% (1)
14.		TYPE OF REPORTING PERSON*   PN

 

(1)	Based on 37,204,662 shares of common stock outstanding as of April 30, 2015, as disclosed in the Issuer’s Proxy Statement filed with the SEC on May 12, 2015.

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CUSIP No. 171046105

 

1.		NAMES OF REPORTING PERSONS   MCM Managers, LLC
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨        (b)  ¨
3.		SEC USE ONLY
4.		SOURCE OF FUNDS*   OO
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   ¨
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7.		SOLE VOTING POWER:   32,582
				8.		SHARED VOTING POWER:   0
				9.		SOLE DISPOSITIVE POWER:   32,582
				10.		SHARED DISPOSITIVE POWER:   0
11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:   32,582
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ¨
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   Less than 1% (1)
14.		TYPE OF REPORTING PERSON*   OO

 

(1)	Based on 37,204,662 shares of common stock outstanding as of April 30, 2015, as disclosed in the Issuer’s Proxy Statement filed with the SEC on May 12, 2015.

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CUSIP No. 171046105

 

1.		NAMES OF REPORTING PERSONS   MCM Management, LLC
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨        (b)  ¨
3.		SEC USE ONLY
4.		SOURCE OF FUNDS*   OO
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   ¨
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7.		SOLE VOTING POWER:   32,582
				8.		SHARED VOTING POWER:   0
				9.		SOLE DISPOSITIVE POWER:   32,582
				10.		SHARED DISPOSITIVE POWER:   0
11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:   32,582
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ¨
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   Less than 1% (1)
14.		TYPE OF REPORTING PERSON*   OO

 

(1)	Based on 37,204,662 shares of common stock outstanding as of April 30, 2015, as disclosed in the Issuer’s Proxy Statement filed with the SEC on May 12, 2015.

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CUSIP No. 171046105

 

1.		NAMES OF REPORTING PERSONS   Jonathan Duskin
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨        (b)  ¨
3.		SEC USE ONLY
4.		SOURCE OF FUNDS*   OO
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   ¨
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7.		SOLE VOTING POWER:   1,912,588
				8.		SHARED VOTING POWER:   0
				9.		SOLE DISPOSITIVE POWER:   1,912,588
				10.		SHARED DISPOSITIVE POWER:   0
11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:   1,912,588
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ¨
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   5.1% (1)
14.		TYPE OF REPORTING PERSON*   IN

 

(1)	Based on 37,204,662 shares of common stock outstanding as of April 30, 2015, as disclosed in the Issuer’s Proxy Statement filed with the SEC on May 12, 2015.

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Amendment No. 1 to Schedule 13D

This Amendment No. 1 amends and supplements the Schedule 13D (the “Schedule 13D”) filed on behalf of Macellum Retail Opportunity Fund, LP (“Opportunity Fund”), Macellum Capital Management, LLC (“Macellum Capital Management”), Macellum Advisors GP, LLC (“Macellum GP”), Macellum Management, LP (“Macellum Management”), MCM Managers, LLC (“MCM Managers”), MCM Management, LLC (“MCM Management”) and Jonathan Duskin (“Mr. Duskin”, and together with Opportunity Fund, Macellum Capital Management, Macellum GP, Macellum Management, MCM Managers and MCM Management, the “Reporting Persons”) with the Securities and Exchange Commission (the “SEC”) on April 1, 2015. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

ITEM 3. Source and Amount of Funds or Other Consideration.

Item 3 of this Schedule 13D is hereby amended and restated in its entirety as follows:

The shares of Common Stock and options to purchase shares of Common Stock purchased by Opportunity Fund and the shares of Common Stock purchased by Macellum Capital Management were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases through brokers. The purchase price of the 1,880,006 shares of Common Stock beneficially owned by Opportunity Fund, including the acquisition of 140,000 shares as a result of the exercise of options, plus the purchase price of the options to purchase 140,000 shares of Common Stock that have been exercised was approximately $10,263,837.92 in the aggregate, excluding brokerage commissions. The aggregate purchase price of the 32,582 shares of Common Stock beneficially owned by Macellum Capital Management was approximately $178,095.31, excluding brokerage commissions.

ITEM 5. Interest in Securities of the Issuer.

Item 5 of this Schedule 13D is hereby amended and restated in its entirety as follows:

(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. Such information is based on 37,204,662 shares of Common Stock outstanding as of April 30, 2015, as disclosed in the Issuer’s Proxy Statement filed with the SEC on May 12, 2015.

(c) On May 15, 2015, Opportunity Fund exercised American-style call options that were exercisable through May 15, 2015, and thereby acquired 140,000 shares of Common Stock. Except as set forth herein and/or in our previously filed Schedule 13D, as the case may be, there have been no other transactions in the class of securities reported on that were effected within the past 60 days.

(d) The disclosure regarding the relationship between the Reporting Persons in Item 2(c) of this Schedule 13D is incorporated by reference herein.

 

(e)	Not applicable

ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of this Schedule 13D hereby is amended to add the following:

On May 15, 2015, Opportunity Fund exercised American-style call options described in the Schedule 13D that were exercisable through May 15, 2015, and thereby acquired 140,000 shares of Common Stock.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

May 19, 2015

 

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