SC 13G 1 sc13g10595003_06082016.htm THE SCHEDULE 13G sc13g10595003_06082016.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
 
(Amendment No.   )1
 

EVINE Live, Inc.
 (Name of Issuer)
 
Common Stock, par value $0.01 per share
 (Title of Class of Securities)
 
300487105
 (CUSIP Number)
 
June 7, 2016
 (Date of Event Which Requires Filing of this Statement)
 
 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
   x  Rule 13d-1(b)
 
   o  Rule 13d-1(c)
 
   o  Rule 13d-1(d)
 
 

_______________
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
      The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 

 
CUSIP NO. 300487105
 
1
NAME OF REPORTING PERSON
 
Cove Street Capital, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
5,313,209
6
SHARED VOTING POWER
 
- 0 -
7
SOLE DISPOSITIVE POWER
 
6,318,165
8
SHARED DISPOSITIVE POWER
 
- 0 -
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,318,165
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
11.0%
12
TYPE OF REPORTING PERSON
 
IA

 
2

 
CUSIP NO. 300487105
 
Item 1.
 
(a)
Name of Issuer
 
 
EVINE Live, Inc.
 
 
(b)
Address of Issuer’s Principal Executive Offices
 
 
6740 Shady Oak Road, Eden Prairie, MN 55344-3433
 
Item 2.
 
 
(a)
Name of Person Filing
 
Cove Street Capital LLC (“CSC”).
 
CSC, an investment adviser registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to investment companies registered under the Investment Company Act of 1940, and serves as investment manager to other separately managed accounts (collectively, the “Funds”).  All shares of the Issuer’s Common Stock, par value $.01 per share (the “Shares”) reported in this schedule are owned by the Funds, and CSC disclaims beneficial ownership of such securities. The filing of this Schedule 13G shall not be construed as an admission that the reporting person is the beneficial owner of any securities covered by this Schedule 13G for any other purposes than Section 13(d) of the Securities Exchange Act of 1934.
 
To CSC’s knowledge, none of the Shares held by any of the Funds is treated for purposes of Section 382 of the Internal Revenue Code of 1986, as amended (“Section 382”) as owned, either actually or by reason of the attribution and construction ownership rules applicable under Section 382, by a “5 percent shareholder” as such term is defined in Section 382.
 
 
(b)
Address of the Principal Office or, if none, residence
 
 
2101 E El Segundo Blvd. Suite 302 El Segundo, CA 90245
 
 
(c)
Citizenship
 
 
Delaware
 
 
(d)
Title of Class of Securities
 
 
Common Stock, par value $.01 per share
 
 
(e)
CUSIP Number
 
 
300487105
 
 
 

 
 
Item 3.
If this statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
 
/  /
Not Applicable
 
 
(a)
/  /
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
 
 
(b)
/  /
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
 
 
(c)
/  /
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
 
 
(d)
/  /
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
 
 
(e)
/X /
Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E).
 
 
(f)
/  /
Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F).
 
 
(g)
/ /
Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G).
 
 
(h)
/  /
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
 
 
(i)
/  /
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).
 
 
(j)
/  /
Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
 
 
(k)
/  /
Group, in accordance with Section 240.13d-1(b)(1)(ii)(K).
 
Item 4.
Ownership.
 
All ownership information reported in this Item 4 is as of the close of business on June 7, 2016. The aggregate percentage of Shares reported owned by each person named herein is based upon 57,192,294 Shares outstanding, which is the total number of Shares outstanding as of May 19, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on May 26, 2016.
 
CSC
 
 
(a)
Amount beneficially owned:
 
 
6,318,165 Shares
 
 
(b)
Percent of class:
 
 
11.0%
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or to direct the vote
 
 
5,313,209 Shares
 
 
(ii)
Shared power to vote or to direct the vote
 
 
0 Shares
 
 
 

 
 
 
(iii)
Sole power to dispose or to direct the disposition of
 
 
6,318,165 Shares
 
 
(iv)
Shared power to dispose or to direct the disposition of
 
 
0 Shares
 
Item 5.
Ownership of Five Percent or Less of a Class.
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [  ].
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
Not Applicable.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
 
Not Applicable.
 
Item 8.
Identification and Classification of Members of the Group.
 
Not Applicable.
 
Item 9.
Notice of Dissolution of Group.
 
Not Applicable.
 
Item 10.
Certifications.
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
5

 
CUSIP NO. 300487105
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 

Dated:  June 9, 2016
 
 
COVE STREET CAPITAL, LLC
   
     
 
By:
/s/ Daniele Beasley
   
Name:
Daniele Beasley
   
Title:
Chief Compliance Officer; Member

 
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