SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
CLINTON GROUP INC

(Last) (First) (Middle)
601 LEXINGTON AVENUE
51ST FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
VALUEVISION MEDIA INC [ VVTV ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
12/19/2013
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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, $0.01 par value ("Common Stock") 12/19/2013 S 25,000 D $6.8 3,078,046 I See Footntoes(1)(3)
Common Stock 12/19/2013 S 13,397 D $6.778 3,064,649 I See Footnotes(1)(3)
Common Stock 12/19/2013 S 3,717 D $6.6406 3,060,932 I See Footnotes(1)(3)
Common Stock 12/19/2013 S 22,086 D $6.7808 3,038,846 I See Footnotes(1)(3)
Common Stock 12/20/2013 S 10,000 D $6.6565 3,028,846 I See Footnotes(1)(3)
Common Stock 12/20/2013 S 65,000 D $6.5908 2,963,846 I See Footnotes(1)(3)
Common Stock 12/20/2013 S 50,437 D $6.6024 2,913,409 I See Footnotes(1)(3)
Common Stock 12/20/2013 S 50,000 D $6.5602 2,863,409 I See Footnotes(1)(3)
Common Stock 12/20/2013 X 122,500 D $5 2,740,909 I See Footnotes(1)(3)
Common Stock 12/19/2013 S 13,961 D $6.6557 36,039 I See Footnotes(2)(3)
Common Stock 12/20/2013 S 36,039 D $6.6035 0 I See Footnotes(2)(3)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Call Option (obligation to sell) $5 12/20/2013 X 1,225 (4) 12/21/2013 Common Stock 122,500 $0 0 I See Footnotes(1)(3)
1. Name and Address of Reporting Person*
CLINTON GROUP INC

(Last) (First) (Middle)
601 LEXINGTON AVENUE
51ST FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Clinton Spotlight Master Fund LP

(Last) (First) (Middle)
C/O CLINTON GROUP INC.
601 LEXINGTON AVENUE, 51ST FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Clinton Magnolia Master Fund, Ltd.

(Last) (First) (Middle)
C/O CLINTON GROUP INC., 601 LEXINGTON AV
51ST FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Clinton Relational Opportunity Master Fund, L.P.

(Last) (First) (Middle)
C/O CLINTON GROUP, INC.
601 LEXINGTON AVE., 51ST FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Clinton Relational Opportunity LLC

(Last) (First) (Middle)
C/O CLINTON GROUP INC.
601 LEXINGTON AVENUE, 51ST FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GEH Capital Inc.

(Last) (First) (Middle)
C/O CLINTON GROUP INC., 601 LEXINGTON AV
51ST FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Channel Commerce Partners, L.P.

(Last) (First) (Middle)
C/O CLINTON GROUP INC., 601 LEXINGTON AV
51ST FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Hall George E.

(Last) (First) (Middle)
C/O CLINTON GROUP INC, 601 LEXINGTON AVE
51ST FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CANNELL CAPITAL LLC

(Last) (First) (Middle)
310 E. PEARL STREET, P.O. BOX 3459

(Street)
JACKSON WY 83001

(City) (State) (Zip)
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. 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.
4. Options were exercisable at any time.
Remarks:
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 4,942,242 shares of Common Stock, constituting approximately 9.93% of the outstanding shares of Common Stock for purposes of Section 13(d) of the 1934 Act.
CLINTON GROUP, INC., /s/ Francis Ruchalski, Chief Financial Officer 12/23/2013
CLINTON SPOTLIGHT MASTER FUND, L.P., By: Clinton Group, Inc., its investment manager, /s/ Francis Ruchalski, Chief Financial Officer 12/23/2013
CLINTON MAGNOLIA MASTER FUND, LTD., By: Clinton Group, Inc., its investment manager, /s/ Francis Ruchalski, Chief Financial Officer 12/23/2013
CLINTON RELATIONAL OPPORTUNITY MASTER FUND, L.P., By: Clinton Relational Opportunity, LLC, its investment manager, /s/ John Hall, Authorized Signatory 12/23/2013
CLINTON RELATIONAL OPPORTUNITY, LLC, /s/ John Hall, 12/23/2013
GEH CAPITAL, INC., /s/ Francis Ruchalski, Comptroller 12/23/2013
CHANNEL COMMERCE PARTNERS, L.P., By: Clinton Group, Inc., its investment manager, /s/ Francis Ruchalski, Chief Financial Officer 12/23/2013
/s/ George E. Hall 12/23/2013
CANNELL CAPITAL LLC, /s/ J. Carlo Cannell, Managing Member 12/23/2013
** 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 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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