Sec Form 4 Filing - BARENBAUM LARRY C @ CHRISTOPHER & BANKS CORP - 2011-01-29

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person BARENBAUM LARRY C 2. Issuer Name and Ticker or Trading Symbol CHRISTOPHER & BANKS CORP [ CBK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) 2400 XENIUM LANE NORTH 3. Date of Earliest Transaction (MM/DD/YY) 01/29/2011 (Street) PLYMOUTH, MN55441 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 01/29/2011 A( 4 ) 14,000 A $ 0 80,205 D Common Stock 01/29/2011 F( 5 ) 4,786 D $ 5.73 75,419 ( 6 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (Right to Buy) $ 26.61 01/26/2007( 1 ) 07/26/2016 Common Stock 12,000 12,000 D Stock Option (Right to Buy) $ 14.63 02/01/2008( 1 ) 08/01/2017 Common Stock 12,000 12,000 D Stock Option (Right to Buy) $ 8.69 01/30/2009( 1 ) 07/30/2018 Common Stock 12,000 12,000 D Stock Option (Right to Buy) $ 6.98 01/29/2010( 2 ) 07/29/2019 Common Stock 36,000 36,000 D Stock Option (Right to Buy) $ 5.73 01/29/2011 A 1,350,000 01/29/2012( 3 ) 01/29/2021 Common Stock 1,350,000 $ 0 1,386,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BARENBAUM LARRY C 2400 XENIUM LANE NORTH PLYMOUTH, MN55441 X President & CEO Signatures Sandra Miller, Attorney-in-Fact 01/31/2011 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person was granted an option that becomes fully exercisable six months after the date of grant, beginning the date shown. ( 2 )The reporting person was granted an option that shall vest and become exercisable in cumulative incremental installments of 33% at six months, eighteen months and 30 months from the date of grant, beginning the date shown. ( 3 )On January 29, 2011, the reporting person was granted an option to exercise 1,350,000 shares of common stock. The option vests one-third each on the first, second and third anniversary of the date of grant, assuming that the reporting person is still employed as the Company's CEO on each such date. The vesting of the option shares shall be accelerated in the event of a change-in-control of the Company, as such term is defined under the Company's Amended and Restated 2005 Stock Incentive Plan. ( 4 )On January 29, 2011, the reporting person was awarded 14,000 shares of common stock. The shares awarded vest immediately and are not restricted from sale for any specified period of time following the grant. ( 5 )On January 29, 2011, shares of restricted stock vested for the reporting person. The reporting person used shares of that restricted stock to satisfy the payroll tax liability incurred as a result of the vesting of the shares. ( 6 )This number includes restricted stock awards.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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