trafelet_chrisbanks-sch13g.htm
                                           UNITED STATES
                                         SECURITIES AND EXCHANGE COMMISSION
                                             Washington, D.C. 20549
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SCHEDULE 13G
 
  
 
Under the Securities Exchange Act of 1934
 
  
 
(Amendment No. ___)*
  

 
Christopher & Banks Corporation
  
 
(Name of Issuer)
  

 
Common Stock
  
 
(Title of Class of Securities)
  

 
171046105 
  
 
(CUSIP Number)
  

 
October 11, 2012
  
 
(Date of Event which Requires Filing of this Statement)
  


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
[ ]           Rule 13d-1(b)
 
[x]           Rule 13d-1(c)
 
[ ]           Rule 13d-1(d)
 
___________________________________
* 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 the disclosures provided in a prior cover page.
 
The information required in 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).

 
 
 
 

 
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Trafelet Capital Management, L.P.
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [x]
3
SEC Use Only
4
Citizenship or Place of Organization.
 
Delaware
 
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
  5    Sole Voting Power
 
  0 shares
  6    Shared Voting Power
 
  1,905,329 shares (2,565,000 shares as of the Filing Date)
 
Refer to Item 4 below.
  7    Sole Dispositive Power
 
  0 shares
  8    Shared Dispositive Power
 
  1,905,329 shares (2,565,000 shares as of the Filing Date)
 
Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,905,329 shares (2,565,000 shares as of the Filing Date)
 
Refer to Item 4 below.
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
11
Percent of Class Represented by Amount in Row (9)*
 
5.15% (6.92% as of the Filing Date)
 
Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
 
PN (Limited Partnership)
 
 
 
 

1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Trafelet & Company, LLC
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [x]
3
SEC Use Only
4
Citizenship or Place of Organization.
 
Delaware
 
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
  5    Sole Voting Power
 
  0 shares
  6    Shared Voting Power
 
  1,905,329 shares (2,565,000 shares as of the Filing Date)
 
Refer to Item 4 below.
  7    Sole Dispositive Power
 
  0 shares
 
  8    Shared Dispositive Power
 
  1,905,329 shares (2,565,000 shares as of the Filing Date)
 
Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,905,329 shares (2,565,000 shares as of the Filing Date)
 
Refer to Item 4 below.
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
11
Percent of Class Represented by Amount in Row (9)*
 
5.15% (6.92% as of the Filing Date)
 
Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
 
OO (Limited Liability Company)
 
 
 
 

 
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Remy Trafelet
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [x]
3
SEC Use Only
4
Citizenship or Place of Organization.
 
United States
 
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
  5    Sole Voting Power
 
  0 shares
  6    Shared Voting Power
 
  1,905,329 shares (2,565,000 shares as of the Filing Date)
 
Refer to Item 4 below.
  7    Sole Dispositive Power
 
  0 shares
  8    Shared Dispositive Power
 
  1,905,329 shares (2,565,000 shares as of the Filing Date)
 
Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,905,329 shares (2,565,000 shares as of the Filing Date)
 
Refer to Item 4 below.
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
11
Percent of Class Represented by Amount in Row (9)*
 
5.15% (6.92% as of the Filing Date)
 
Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
 
IN
 
 
 
 
 
 
Item 1.
  

(a)
Name of Issuer
 
Christopher & Banks Corporation
 
(b)
Address of Issuer’s Principal Executive Offices
 
 
2400 Xenium Lane North
Plymouth, MN 55441
 

Item 2.
  

(a)
Name of Person Filing
 
Trafelet Capital Management, L.P.
Trafelet & Company, LLC
Remy Trafelet
 
(b)
Address of Principal Business Office or, if none, Residence
 
590 Madison Ave
39th Floor
New York, NY 10022
 
(c)
Citizenship
 
Trafelet Capital Management, L.P.  - Delaware
Trafelet & Company, LLC  - Delaware
Remy Trafelet  - United States
 
(d)
Title of Class of Securities
 
Common Stock
(e)
CUSIP Number
 
171046105 
 
Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)
[ ]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)
[ ]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)
[ ]
Insurance Company as defined in Section 3(a)(19) of the Act
(d)
[ ]
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e)
[ ]
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)
[ ]
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)
[ ]
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
[ ]
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
[ ]
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
[ ]
A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
(k)
[ ]
Group, in accordance with §240.13d-1(b)(1)(ii)(K).
 
 
 
 
 
Item 4.
Ownership**

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
As of October 11, 2012, Trafelet Capital Management, L.P. owned 1,905,329 shares of Common Stock, which is 5.15% of the Issuer’s outstanding Common Stock.  As of October 18, 2012, Trafelet Capital Management, L.P. owned 2,565,000 shares of Common Stock, which is 6.92% of the Issuer’s outstanding Common Stock.  The percentages herein are calculated based upon the aggregate total of the 37,019,410 shares of Common Stock issued and outstanding as of August 17, 2012, as reported on the Issuer’s Form 10-Q filed with the SEC on September 6, 2012.

(a)
Amount Beneficially Owned**
 
 
Trafelet Capital Management, L.P. - 1,905,329 shares (2,565,000 shares as of the Filing Date)
Trafelet & Company, LLC  - 1,905,329 shares (2,565,000 shares as of the Filing Date)
Remy Trafelet  - 1,905,329 shares (2,565,000 shares as of the Filing Date)
 
(b)
Percent of Class
 
Trafelet Capital Management, L.P.  - 5.15% (6.92% as of the Filing Date)
Trafelet & Company, LLC  - 5.15% (6.92% as of the Filing Date)
Remy Trafelet  - 5.15% (6.92% as of the Filing Date)
 
(c)
Number of shares as to which such person has:
 
 
(i)
sole power to vote or to direct the vote
   
Trafelet Capital Management, L.P.  - 0 shares
Trafelet & Company, LLC  - 0 shares
Remy Trafelet  - 0 shares
 
 
(ii)
shared power to vote or to direct the vote
   
 
Trafelet Capital Management, L.P.  - 1,905,329 shares (2,565,000 shares as of the Filing Date)
Trafelet & Company, LLC  - 1,905,329 shares (2,565,000 shares as of the Filing Date)
Remy Trafelet  - 1,905,329 shares (2,565,000 shares as of the Filing Date)
 
 
(iii)
sole power to dispose or to direct the disposition of
   
Trafelet Capital Management, L.P.  - 0 shares
Trafelet & Company, LLC  - 0 shares
Remy Trafelet  - 0 shares
 
 
(iv)
shared power to dispose or to direct the disposition of
   
 
Trafelet Capital Management, L.P.  - 1,905,329 shares (2,565,000 shares as of the Filing Date)
Trafelet & Company, LLC  - 1,905,329 shares (2,565,000 shares as of the Filing Date)
Remy Trafelet  - 1,905,329 shares (2,565,000 shares as of the Filing Date)
 
 
**Shares reported herein are held by several private investment funds for which Trafelet Capital Management, L.P. serves as the investment manager.  Trafelet & Company, LLC serves as the general partner of Trafelet Capital Management, L.P. and Remy Trafelet serves as managing member of Trafelet & Company, LLC.  Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.
 
Item 5.
Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person

Not applicable.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not applicable.
 
Item 8.
Identification and Classification of Members of the Group

Not applicable.
 
Item 9.
Notice of Dissolution of Group

Not applicable.
 
Item 10.
Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
 

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.
 
 
October 18, 2012
 
 
 
TRAFELET CAPITAL MANAGEMENT, L.P.
   
 
By: Trafelet & Company, LLC,
 
its General Partner
   
 
By: /s/ Remy Trafelet
 
Remy Trafelet, Managing Member
   
   
 
TRAFELET & COMPANY, LLC
   
 
By: /s/ Remy Trafelet
 
Remy Trafelet, Managing Member
   
   
 
REMY TRAFELET
   
 
By: /s/ Remy Trafelet
 
Remy Trafelet, individually