Macellum Retail Opportunity Fund Form 3 CHRISTOPHER & BANKS / JONATHAN DUSKIN ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

DUSKIN JONATHAN

(Last) (First) (Middle)

C/O MACELLUM CAPITAL MANAGEMENT, LLC

99 HUDSON STREET, 5TH FLOOR

(Street)

NEW YORK NY 10013

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/19/2016

3. Issuer Name and Ticker or Trading Symbol
CHRISTOPHER & BANKS CORP [ CBK ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	3,814,113	I	See Footnotes(1)(2)
Common Stock	68,313	I	See Footnotes(3)(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

DUSKIN JONATHAN

(Last) (First) (Middle)

C/O MACELLUM CAPITAL MANAGEMENT, LLC

99 HUDSON STREET, 5TH FLOOR

(Street)

NEW YORK NY 10013

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Macellum Retail Opportunity Fund, LP

(Last) (First) (Middle)

C/O MACELLUM CAPITAL MANAGEMENT, LLC

99 HUDSON STREET, 5TH FLOOR

(Street)

NEW YORK NY 10013

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Macellum Capital Management, LLC

(Last) (First) (Middle)

C/O MACELLUM CAPITAL MANAGEMENT, LLC

99 HUDSON STREET, 5TH FLOOR

(Street)

NEW YORK NY 10013

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Macellum Advisors GP, LLC

(Last) (First) (Middle)

C/O MACELLUM CAPITAL MANAGEMENT, LLC

99 HUDSON STREET, 5TH FLOOR

(Street)

NEW YORK NY 10013

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Macellum Management, LP

(Last) (First) (Middle)

C/O MACELLUM CAPITAL MANAGEMENT, LLC

99 HUDSON STREET, 5TH FLOOR

(Street)

NEW YORK NY 10013

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MCM Managers, LLC

(Last) (First) (Middle)

C/O MACELLUM CAPITAL MANAGEMENT, LLC

99 HUDSON STREET, 5TH FLOOR

(Street)

NEW YORK NY 10013

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MCM Management, LLC

(Last) (First) (Middle)

C/O MACELLUM CAPITAL MANAGEMENT, LLC

99 HUDSON STREET, 5TH FLOOR

(Street)

NEW YORK NY 10013

(City) (State) (Zip)

Explanation of Responses:

1. Represents shares of common stock of Christopher & Banks Corporation (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 and Macellum Advisors GP, LLC ("Macellum GP") may be deemed to have voting and investment power over the shares as the general partner of Opportunity Fund and 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.

2. (Continued from Footnote 1) 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 interest therein, and 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.

3. Represents 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 and MCM Management, LLC ("MCM Management") may be deemed to have voting and investment power over the 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.

4. (Continued from Footnote 3) Each of MCM Managers, MCM Management and Mr. Duskin disclaims beneficial ownership of the shares of common stock directly held by Macellum Capital Management except to the extent of their pecuniary interest therein, and 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.

Remarks:

	JONATHAN DUSKIN, Name: /s/ Jonathan Duskin	04/29/2016
	MACELLUM RETAIL OPPORTUNITY FUND, LP, By: Macellum Advisors GP, LLC, its general partner, Name: /s/ Jonathan Duskin, Title: Sole Member	04/29/2016
	MACELLUM CAPITAL MANAGEMENT, LLC, By: MCM Managers, LLC, its managing member, By: MCM Management, LLC, its managing member, Name: /s/ Jonathan Duskin, Title: Managing Member	04/29/2016
	MACELLUM ADVISORS GP, LLC, Name: /s/ Jonathan Duskin, Title: Sole Member	04/29/2016
	MACELLUM MANAGEMENT, LP, By: Macellum Advisors GP, LLC, its general partner, Name: /s/ Jonathan Duskin, Title: Sole Member	04/29/2016
	MCM MANAGERS, LLC, By: MCM Management, LLC, its managing member, Name: /s/ Jonathan Duskin, Title: Managing Member	04/29/2016
	MCM MANAGEMENT, LLC, Name: /s/ Jonathan Duskin, Title: Managing Member	04/29/2016
	** Signature of Reporting Person	Date
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