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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 10/30/2013 |
3. Issuer Name and Ticker or Trading Symbol
VALUEVISION MEDIA INC [ VVTV ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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, $0.01 par value ("Common Stock") | 3,194,346 | I | See footnotes(1)(4) |
Common Stock | 50,000 | I | See footnotes(2)(4) |
Common Stock | 2,201,333 | I | See footnotes(3)(4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 | ||||
Call Option (obligation to sell) | (5) | 11/16/2013 | Common Stock | 87,100 | $5 | I | See footnotes(1)(4) |
Put Option (obligation to buy) | (5) | 11/16/2013 | Common Stock | 525,500 | $5 | I | See footnotes(1)(4) |
Call Option (obligation to sell) | (5) | 12/21/2013 | Common Stock | 126,700 | $5 | I | See footnotes(1)(4) |
Put Option (obligation to buy) | (5) | 01/18/2014 | Common Stock | 13,000 | $5 | I | See footnotes(1)(4) |
Call Option (obligation to sell) | (5) | 01/18/2014 | Common Stock | 138,000 | $5 | I | See footnotes(1)(4) |
Call Option (obligation to sell) | (5) | 04/19/2014 | Common Stock | 92,000 | $5 | I | See footnotes(1)(4) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The securities reported on this line may be deemed to be indirectly beneficially owned by Clinton Group, Inc. ("CGI"), which securities are directly held by Clinton Spotlight Master Fund, L.P. ("SPOT"), Clinton Magnolia Master Fund, Ltd. ("CMAG"), Clinton Relational Opportunity Master Fund, L.P. ("CREL"), Channel Commerce Partners, L.P. ("CCP") and a portion of a mutual fund portfolio ("CASF"). CGI is deemed to be the indirect beneficial owner of such securities by virtue of its position as investment manager of SPOT, CMAG and CCP, its ownership of Clinton Relational Opportunity, LLC which serves as the investment manager of CREL and a sub-advisory agreement governing CASF. George E. Hall is deemed to be the indirect beneficial owner of such securities by virtue of his direct and indirect control of CGI. |
2. The securities reported on this line may be deemed to be indirectly beneficially owned by George E. Hall, which securities are directly held by GEH Capital, Inc ("GEHC"). George E. Hall is deemed to be the indirect beneficial owner of such securities by virtue of his indirect ownership of GEHC. |
3. The securities reported on this line may be deemed to be indirectly beneficially owned by Cannell Capital LLC, which securities are held by Tristan Offshore Fund, Ltd., Tristan Partners, L.P., Cuttyhunk II Fund LLC, Tonga Partners, L.P., (the "Cannell Investment Vehicles"), and certain managed accounts (the "Cannell Accounts"). Cannell Capital LLC is deemed to be the indirect beneficial owner of such securities by virtue of its position as investment advisor to the Cannell Investment Vehicles and the Cannell Accounts. |
4. For purposes of Rule 16a-1(a)(2) of the 1934 Act, each of the reporting persons disclaims beneficial ownership of the shares reported herein to the extent such beneficial ownership exceeds its pecuniary interest therein. |
5. Options are exercisable at any time. |
Remarks: |
As described in Item 5 of Amendment No. 1 to the Schedule 13D, filed by CGI on November 4, 2013, the reporting persons may be deemed to be a "group" pursuant to Rule 13d-5(b)(1) promulgated under the1934 Act and as such may be deemed, collectively, to beneficially own 5,445,679 shares of Common Stock, constituting approximately 11.0% of the outstanding shares of Common Stock for purposes of Section 13(d) of the 1934 Act. |
CLINTON SPOTLIGHT MASTER FUND, L.P., By: Clinton Group, Inc., its investment manager, /s/ Francis Ruchalski.Chief Financial Officer | 11/08/2013 | |
CLINTON MAGNOLIA MASTER FUND, LTD., By: Clinton Group, Inc., its investment manager, /s/ Francis Ruchalski, Chief Financial Officer | 11/08/2013 | |
CLINTON RELATIONAL OPPORTUNITY MASTER FUND, L.P., By: Clinton Relational Opportunity, LLC, its investment manager, /s/ John Hall, Authorized Signatory | 11/08/2013 | |
CLINTON RELATIONAL OPPORTUNITY, LLC, /s/ John Hall, Authorized Signatory | 11/08/2013 | |
GEH CAPITAL, INC., /s/ Francis Ruchalski, Comptroller | 11/08/2013 | |
CHANNEL COMMERCE PARTNERS, L.P., By: Clinton Group, Inc., its investment manager, /s/ Francis Ruchalski, Chief Financial Officer | 11/08/2013 | |
CLINTON GROUP, INC, /s/ Francis Ruchalski,Chief Financial Officer | 11/08/2013 | |
GEORGE HALL, /s/ George E. Hall | 11/08/2013 | |
CANNELL CAPITAL LLC, /s/ J. Carlo Cannell, Managing Member | 11/08/2013 | |
** Signature of Reporting Person | Date | |
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 5 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |