0001144204-15-063574.txt : 20151110 0001144204-15-063574.hdr.sgml : 20151110 20151109113303 ACCESSION NUMBER: 0001144204-15-063574 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20151030 FILED AS OF DATE: 20151109 DATE AS OF CHANGE: 20151109 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VASSALLO NICK CENTRAL INDEX KEY: 0001657254 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37495 FILM NUMBER: 151214654 MAIL ADDRESS: STREET 1: C/O EVINE LIVE INC. STREET 2: 6740 SHADY OAK ROAD CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 3 1 v424064_3.xml OWNERSHIP DOCUMENT X0206 3 2015-10-30 0 0000870826 EVINE Live Inc. EVLV 0001657254 VASSALLO NICK 6740 SHADY OAK ROAD EDEN PRAIRIE MN 55344 0 1 0 0 SVP, Corporate Controller Common Stock 38707 D Stock Option (right to buy) 6.48 2017-12-13 Common Stock 60000 D Stock Option (right to buy) 4.00 2022-10-03 Common Stock 110000 D Stock Option (right to buy) 5.57 2023-11-25 Common Stock 17000 D Stock Option (right to buy) 6.10 2025-03-20 Common Stock 11709 D 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. 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. 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. 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. 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. Exhibit List: Exhibit 24 - Power of Attorney /s/_Nicholas Vassallo 2015-11-06 EX-24 2 v424064_ex24.htm EXHIBIT 24

Exhibit 24

Power of Attorney

I, Nick Vassallo, hereby authorize and designate each of Russell Nuce, Tim Peterman, Damon Schramm, Brad J. Schwartzberg, Ralph W. Norton, Lindsay Waiser, Sunjay Mathews and Matthew Hanley as my true and lawful attorney-in-fact to:

1. execute for and on my behalf, in my capacity as an officer and/or director of EVINE Live Inc. (the "Company"), Forms 3, 4 and 5, in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder; and other forms or reports on my behalf as I may be required to file in connection with my ownership, acquisition, or disposition of securities of the Company, including Form 144;

2. do and perform any and all acts for and on my behalf that may be necessary or desirable to complete and execute any such Form 3, 4 or 5 or other form or report, including any amendments thereto, and timely file such form or report with the Securities and Exchange Commission, any stock exchange or similar authority, and the Financial Industry Regulatory Authority; and

3. take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be to my benefit, in my best interest, or legally required of me, it being understood that the statements executed by such attorney-in-fact on my behalf pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

I hereby further grant to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as I might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. I hereby acknowledge that the foregoing attorneys-in-fact, in serving in such capacity at my request, are not assuming, nor is the Company assuming, any of my responsibilities to comply with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until I am no longer required to file a Forms 144, 3, 4 and 5 with respect to my holdings of and transactions in securities issued by the Company, unless earlier revoked by me in a signed writing delivered to the foregoing attorneys-in-fact. Notwithstanding the foregoing, if any such attorney-in-fact hereafter ceases to be at least one of the following: (i) an employee of the Company, (ii) a partner of Davis & Gilbert LLP, or (iii) an employee of Davis & Gilbert LLP, then this Power of Attorney shall be automatically revoked solely as to such individual, immediately upon such cessation, without any further action on my part.

I hereby revoke all previous Powers of Attorney that have been granted by me in connection with my reporting obligations under Section 16 of the Exchange Act with respect to my holdings of and transactions in securities issued by the Company.

IN WITNESS WHEREOF, I have executed this Power of Attorney as of this 28th day of October, 2015.

/s/ Nick Vassallo
Nick Vassallo