SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Holloway Douglas

(Last)

(First)

(Middle)

1230 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10020

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/18/2004

3. Issuer Name and Ticker or Trading Symbol
VALUEVISION MEDIA INC [ VVTV ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
None⁽¹⁾⁽²⁾	0	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. The Reporting Person is President, Cable Distribution of NBC Universal, Inc. ("NBCU"). As of the date hereof, NBCU and its affiliate, GE Capital Equity Investments, Inc., are the beneficial owners of (a) 10,874,418 shares of Common Stock of the Issuer and (b) 5,339,500 shares of Preferred Stock of the Issuer, which are convertible into 5,339,500 shares of Common Stock of the Issuer. NBCU is the beneficial owner of the following warrants: (i) a warrant to purchase up to 6,000,000 shares of Common Stock of the Issuer at $17.375 per share, which is currently exercisable in full, (ii) a warrant to purchase up to 1,250,000 shares of Common Stock of the Issuer at $8.29 per share, which is currently exercisable in full, (iii) a warrant to purchase up to 343,725 shares of Common Stock of the Issuer at $23.07 per share, which is currently exercisable in full, and

2. (iv) a warrant to purchase up to 36,858 shares of Common Stock of the Issuer at $12.71 per share, which is currently exercisable as to 14,743 shares and becomes exercisable as to 7,371 shares on each of November 11, 2005, November 11, 2006 and November 11, 2007. The Reporting Person does not have beneficial ownership of any of such non-derivative securities or derivative securities, and pursuant to Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Act"), this Form 3 shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of such non-derivative securities or derivative securities.

Remarks:

	/s/Nathan E. Fagre, attorney-in-fact	11/29/2004
	** 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 5 (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.