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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
VALUEVISION MEDIA INC [ VVTV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/25/2009 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Series B Redeemable Preferred Stock | 02/25/2009 | J(1) | 4,929,266 | A | (1) | 4,929,266 | D(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Series A Redeemable Convertible Preferred Stock | (3) | 02/25/2009 | J(1) | 5,339,500 | (3) | (3) | Common Stock | 5,339,500 | (1) | 0 | D(2) | ||||
Warrants | $0.75 | 02/25/2009 | J(1) | 6,000,000 | 02/25/2009 | 02/25/2019 | Common Stock | 6,000,000 | (1) | 6,000,000 | D(2) |
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. ValueVision Media, Inc. (the "Issuer") and GE Capital Equity Investments, Inc. ("GECEI") exchanged 5,339,500 shares of Series A Redeemable Convertible Preferred Stock held by GECEI for (i) 4,929,266 shares of a new series of Series B Redeemable Preferred Stock of the Issuer, (ii) warrants to purchase up to 6,000,000 shares of the Issuer's common stock and (iii) a cash payment of $3,400,000. |
2. Directly owned by GECEI. Indirectly owned by General Electric Capital Corporation ("GE Capital") because, among other things, GECEI is a wholly-owned subsidiary of GE Capital. See Exhibit 99.1, incorporated by reference herein. |
3. The Series A Redeemable Convertible Preferred Stock was convertible into an equal number of shares of the Issuer's Common Stock and was subject to mandatory redemption by the Issuer on the 10th anniversary of its issuance or upon a "change of control" at $8.29 per share plus declared and unpaid dividends. |
Remarks: |
Exhibit 99.1: Joint Filer Information, incorporated herein by reference. Exhibit 24.1: Power of Attorney of General Electric Capital Corporation, incorporated herein by reference. Exhibit 24.2: Power of Attorney of General Electric Capital Services, Inc., incorporated herein by reference. Exhibit 24.3: Power of Attorney of General Electric Company, incorporated herein by reference. |
/s/ Frank Ertl, Senior Managing Director - CFO & Treasurer/GECEI | 02/27/2009 | |
** 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). | ||
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. |