0001011438-17-000032.txt : 20170125 0001011438-17-000032.hdr.sgml : 20170125 20170125120915 ACCESSION NUMBER: 0001011438-17-000032 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170125 DATE AS OF CHANGE: 20170125 GROUP MEMBERS: JUNA HOLDINGS, LLC GROUP MEMBERS: PATRICK KOCSI SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EVINE Live Inc. CENTRAL INDEX KEY: 0000870826 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 411673770 STATE OF INCORPORATION: MN FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-41757 FILM NUMBER: 17545532 BUSINESS ADDRESS: STREET 1: 6740 SHADY OAK RD CITY: MINNEAPOLIS STATE: MN ZIP: 55344-3433 BUSINESS PHONE: 6129475200 MAIL ADDRESS: STREET 1: 6740 SHADY OAK RAOD CITY: EDEN PRAIRIE STATE: MN ZIP: 55344-3433 FORMER COMPANY: FORMER CONFORMED NAME: EVINE Live, Inc. DATE OF NAME CHANGE: 20141117 FORMER COMPANY: FORMER CONFORMED NAME: VALUEVISION MEDIA INC DATE OF NAME CHANGE: 20020516 FORMER COMPANY: FORMER CONFORMED NAME: VALUEVISION INTERNATIONAL INC DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Juna Equity Partners, LP CENTRAL INDEX KEY: 0001673808 IRS NUMBER: 475638680 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 404 FIFTH AVENUE STREET 2: 4TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2122710250 MAIL ADDRESS: STREET 1: 404 FIFTH AVENUE STREET 2: 4TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 SC 13G 1 form_sc13g-evine.htm

 
UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
 
SCHEDULE 13G
 
 
Under the Securities Exchange Act of 1934
 (Amendment No. )*
 
 
EVINE Live Inc.
________________________________
 
(Name of Issuer)
 
Common Stock, par value $0.01 per share
 
________________________________
 
(Title of Class of Securities)
 
 
300487105
________________________________
 
(CUSIP Number)
 
 
December 31, 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)
[   ] Rule 13d-1(c)
 [   ] 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
 Juna Equity Partners, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  [   ]
 (b)  [   ]
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
 3,545,049
6
SHARED VOTING POWER
 0
7
SOLE DISPOSITIVE POWER
 3,545,049
8
SHARED DISPOSITIVE POWER
 0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 3,545,049
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES []
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 5.5% (1)
12
TYPE OF REPORTING PERSON
 IA, PN

 
(1) Based on 64,172,475 shares of common stock outstanding as of November 28, 2016, as reported in the Issuer’s Form 10-Q filed with the SEC on November 30, 2016.
 

 
CUSIP No.: 300487105

 
       
1
NAME OF REPORTING PERSON
 Juna Holdings, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  [   ]
 (b)  [   ]
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
 3,545,049
6
SHARED VOTING POWER
 0
7
SOLE DISPOSITIVE POWER
 3,545,049
8
SHARED DISPOSITIVE POWER
 0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 3,545,049
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES []
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 5.5% (1)
12
TYPE OF REPORTING PERSON
 OO, HC
(1) Based on 64,172,475 shares of common stock outstanding as of November 28, 2016, as reported in the Issuer’s Form 10-Q filed with the SEC on November 30, 2016.
 

 
 
CUSIP No.: 300487105
 
       
1
NAME OF REPORTING PERSON
 Patrick Kocsi
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  [   ]
 (b)  [   ]
3
SEC USE ONLY
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 3,545,049
6
SHARED VOTING POWER
 0
7
SOLE DISPOSITIVE POWER
 3,545,049
8
SHARED DISPOSITIVE POWER
 0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 3,545,049
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES []
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 5.5% (1)
12
TYPE OF REPORTING PERSON
 IN, HC
(1) Based on 64,172,475 shares of common stock outstanding as of November 28, 2016, as reported in the Issuer’s Form 10-Q filed with the SEC on November 30, 2016.
 

 
 
CUSIP No.: 300487105
 
     
ITEM 1(a).
NAME OF ISSUER:
 
EVINE Live Inc. (the “Issuer”)
 
ITEM 1(b).
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
 
6740 Shady Oak Road
Eden Prairie, Minnesota 55344-3433
 
ITEM 2(a).
NAME OF PERSON FILING:
 
Juna Equity Partners, LP
Juna Holdings, LLC
Patrick Kocsi
 
ITEM 2(b).
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
 
1140 Avenue of the Americas
9th Floor
 New York, NY 10036
 
ITEM 2(c).
CITIZENSHIP:
 
Juna Equity Partners, LP – Delaware
Juna Holdings, LLC – Delaware
Patrick Kocsi – USA
 
ITEM 2(d).
TITLE OF CLASS OF SECURITIES:
 
Common Stock, par value $0.01 per share (“Common Stock”)
 
ITEM 2(e).
CUSIP NUMBER:
 
300487105

 
ITEM 3.
IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 13d-2(b) or (c) CHECK WHETHER THE PERSON FILING IS A:
 
 
(a)
[   ]  Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78c);
 
(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]  An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
 
(f)
[   ]  An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);
 
(g)
[X]  A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);
 
(h)
[   ]  A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act
 (12 U.S.C. 1813);
 
(i)
[   ]  A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
(j)
[   ]  A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J);
 
(k)
[   ]  Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution
 in accordance with 240.13d1(b)(1)(ii)(J), please specify the type of institution:
 
 
  
ITEM 4.
OWNERSHIP:
 
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
(a)
Amount beneficially owned:
   
Juna Equity Partners, LP –  3,545,049
Juna Holdings, LLC – 3,545,049
Patrick Kocsi – 3,545,049
 
(b)
Percent of class:
   
Juna Equity Partners, LP – 5.5%
Juna Holdings, LLC – 5.5%
Patrick Kocsi – 5.5%
 
(c)
Number of shares as to which the person has:
   
(i)   Sole power to vote or to direct the vote:
   
Juna Equity Partners, LP – 3,545,049
Juna Holdings, LLC – 3,545,049
Patrick Kocsi – 3,545,049
   
(ii)  Shared power to vote or to direct the vote:
   
Juna Equity Partners, LP – 0
Juna Holdings, LLC – 0
Patrick Kocsi – 0
   
(iii) Sole power to dispose or to direct the disposition of:
   
Juna Equity Partners, LP – 3,545,049
Juna Holdings, LLC – 3,545,049
Patrick Kocsi – 3,545,049
   
(iv) Shared power to dispose or to direct the disposition of:
   
Juna Equity Partners, LP – 0
Juna Holdings, LLC – 0
Patrick Kocsi – 0
 
ASF Radio, L.P. (“ASF Radio”) directly holds 3,545,049 shares of the Issuer’s Common Stock (the “Shares”).  Juna Equity Partners, LP (the “Adviser”) is the investment adviser of ASF Radio, and pursuant to an investment advisory agreement, the Adviser exercises sole and complete voting and investment power over the Shares.  Juna Holdings, LLC (“Juna Holdings”) as the general partner of the Adviser, and Patrick Kocsi, as the Sole Member of Juna Holdings, may be deemed to exercise voting and investment power over the Shares and thus may be deemed to be indirect beneficial owners of the 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:
 
 
The ownership information in Item 4 is incorporated herein by reference.
 
ITEM 7.
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
 
 
 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.
CERTIFICATION:
 
 
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.
 

 
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Date:  January 25, 2017
 

 
 
JUNA EQUITY PARTNERS, LP
 
By:  Juna Holdings, LLC, its general partner
   
 
By:
/s/ Patrick Kocsi
 
Name:
Patrick Kocsi
 
Title:
Sole Member
   
 
JUNA HOLDINGS, LLC
   
 
By:
/s/ Patrick Kocsi
 
Name:
Patrick Kocsi
  Title:  Sole Member 
   
 
/s/ Patrick Kocsi
 
 
PATRICK KOCSI
 
EXHIBIT 99.1
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G dated January 25, 2017 (including amendments thereto) with respect to the Common Stock, par value $0.01 per share, of EVINE Live Inc.  This Joint Filing Agreement shall be filed as an Exhibit to such Statement.  The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.

 
 
JUNA EQUITY PARTNERS, LP
 
By:  Juna Holdings, LLC, its general partner
   
 
By:
/s/ Patrick Kocsi
 
Name:
Patrick Kocsi
 
Title:
Sole Member
   
 
JUNA HOLDINGS, LLC
   
 
By:
/s/ Patrick Kocsi
 
Name:
Patrick Kocsi
 
Title: 
 Sole Member 
   
 
/s/ Patrick Kocsi
 
 
PATRICK KOCSI