SEC FORM 3

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^*

VASSALLO NICK

(Last)

(First)

(Middle)

6740 SHADY OAK ROAD

(Street)

EDEN PRAIRIE

55344

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/30/2015

3. Issuer Name and Ticker or Trading Symbol
EVINE Live Inc. [ EVLV ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Corporate Controller

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

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

X	Form filed by One Reporting Person
	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	38,707⁽¹⁾	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option (right to buy)	⁽²⁾	12/13/2017	Common Stock	60,000	$6.48	D
Stock Option (right to buy)	⁽³⁾	10/03/2022	Common Stock	110,000	$4	D
Stock Option (right to buy)	⁽⁴⁾	11/25/2023	Common Stock	17,000	$5.57	D
Stock Option (right to buy)	⁽⁵⁾	03/20/2025	Common Stock	11,709	$6.1	D

Explanation of Responses:

1. These shares include 14,049 shares of restricted stock that were issued pursuant to the 2011 Omnibus Incentive Plan of EVINE Live Inc. (the "Company") and are subject to vesting. Of these 14,049 shares of restricted stock, (x) 5,667 shares will vest in two equal annual installments on November 25, 2015 and November 25, 2016, respectively, and (y) 8,382 shares will vest in three equal annual installments on March 20, 2016, March 20, 2017 and March 20, 2018, respectively.

2. The option was issued pursuant to the Company's 2004 Omnibus Stock Plan. The option became exercisable as to 30,000 shares on December 13, 2009 and as to the remaining 30,000 shares on December 13, 2011.

3. The option was issued pursuant to the Company's 2011 Omnibus Incentive Plan. The option became exercisable as to 55,000 shares on August 14, 2013 when the average price of the Company's common stock exceeded $6.00 per shares. The option becomes exercisable as to 27,500 shares when the average price of the Company's common stock exceeds $8.00 per share and as to 27,500 shares when the average price of the Company's common stock exceeds $10.00 per share.

4. The option was issued pursuant to the Company's 2011 Omnibus Incentive Plan. The option is exercisable in three equal annual installments. The first installment became exercisable on November 25, 2014 and the next two installments become exercisable on November 25, 2015 and November 25, 2016, respectively.

5. The option was issued pursuant to the Company's 2011 Omnibus Incentive Plan. The option is exercisable in three equal annual installments on March 20, 2016, March 20, 2017 and March 20, 2018, respectively.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/_Nicholas Vassallo	11/06/2015
	** 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.