EVINE Live Inc.
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(Name of Issuer)
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Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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300487105
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(CUSIP Number)
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January 18, 2017
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(Date of Event Which Requires Filing of this Statement)
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*
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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 disclosures provided in a prior cover page.
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Thomas D. Mottola
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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3,954,794 shares of Common Stock (1)
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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3,954,794 shares of Common Stock (1)
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,954,794 shares of Common Stock
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.98% (2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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(1)
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Includes 992,063 shares of Common Stock issuable upon exercise of outstanding warrants.
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(2)
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Based upon 65,186,738 shares of Common Stock issued and outstanding as of January 23, 2017 as reported to the Reporting Person by the Issuer.
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(a)
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Name of Issuer.
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(b)
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Address of Issuer's Principal Executive Offices
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(a)
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Name of Person Filing
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(b)
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Address of the Principal Office or, if none, Residence
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(a)
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☐
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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☐
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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☐
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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☐
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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☐
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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☐
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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☐
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐
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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);
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(j)
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☐
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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Item 4. Ownership.
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(a)
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Amount beneficially owned: Mr. Mottola currently beneficially owns 3,954,794 shares of Common Stock based on the following:
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(1)
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2,962,731 shares of Common Stock held by Mr. Mottola individually, including 978,604 shares of Common Stock issued upon the exercise of options on January 23, 2017, having an exercise price of $1.20 per share.
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(2)
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992,063 shares of Common Stock issuable upon exercise of outstanding warrants held by Mr. Mottola, having an exercise price of $2.90 per share, subject to adjustment in accordance with the terms of the warrants, and a term of five years. The warrants are exercisable from March 19, 2017 through and including September 19, 2021.
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Item 5. Ownership of Five Percent of Less of a Class
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Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
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Dated: January 27, 2017
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/s/ Thomas D. Mottola
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Thomas D. Mottola
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