Sec Form 13D Filing - GE CAPITAL EQUITY INVESTMENTS INC filing for iMedia Brands Inc. (IMBI) - 2016-05-03

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

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SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 22)

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(Name of Issuer)

 

Common Stock, $0.01 par value per share

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(Title of class of securities)

 

(CUSIP Number)

Annie M. Bortolot

President, Chief Executive Officer

GE Capital Equity Investments, Inc.

201 Merritt 7

Norwalk, CT 06851

(203) 956-3659

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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 29, 2016

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(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box   ☐.

 

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CUSIP No. 92047K-10-7

13D

Page 3

 

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This Amendment No. 22 amends the Schedule 13D filed March 2, 2009, as amended (the “Schedule 13D”), and is filed by GE Capital Equity Investments, Inc. (“GECEI”) and General Electric Company (“GE”) (each of GECEI and GE, a “Reporting Person” and collectively the “Reporting Persons”), with respect to the common stock, $0.01 par value per share (the “Common Stock”), of EVINE Live, Inc. (the “Company”).  Capitalized terms used herein but not defined shall have the meaning attributed to them in the Schedule 13D.

 

Item 2.

Identity and Background.

 

Item 2 is supplemented as follows:

 

General Electric Capital Corporation ceased to be a Reporting Person on December 2, 2015, following its merger with and into GE.

Item 4.

Purpose of Transaction.

 

Item 4 is supplemented as follows:

 

As previously disclosed, on August 14, 2015, GECEI and ASF Radio, L.P. (“ASF”) entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) pursuant to which GECEI agreed to sell 3,545,049 shares of Common Stock, all of the shares of the Company it owned, to ASF for $2.15 per share, in cash (an aggregate of $7,621,935.48), which represents the average trading price of the Common Stock for the five trading days preceding August 14, 2015.  ASF is an affiliate of Ardian, an independent private equity investment company.  On April 29, 2015, GECEI and ASF entered into a Consent and Amendment No. 1 to the Stock Purchase Agreement in order to correct certain references in the Stock Purchase Agreement.

The closing of the sale occurred on April 29, 2016.  In connection with the closing, GECEI entered into a letter agreement, dated as of April 29, 2016, with the Company and NBCUniversal Media, LLC (formerly NBC Universal, Inc.) (“NBC”), which terminated the Amended and Restated Shareholder Agreement, dated as of February 25, 2009, by and among the Company (formerly known as ValueVision Media, Inc.), GECEI and NBC.

Item 5.

Interest in Securities of the Issuer.

 

The following description of beneficial ownership gives effect to the closing of the sale of Common Stock pursuant to the Stock Purchase Agreement, as amended, described in Item 4 of this Amendment No. 22.

 

(a)          The responses of the Reporting Persons to Rows (11) through (13) of the cover pages of this Amendment No. 22, as of April 30, 2016, are incorporated herein by reference.  None of the Reporting Persons, nor, to their knowledge, any of their directors or executive officers, beneficially owns any shares of Common Stock.

(b)          The responses of the Reporting Persons to (i) Rows (7) through (10) of the cover pages of this Amendment No. 22, as of April 30, 2016, and (ii) Item 5(a) hereof are incorporated herein by reference.  None of the Reporting Persons, nor to their knowledge, any of their directors or executive officers, presently has the power to vote or direct the vote or to dispose or direct the disposition of any shares of Common Stock.

 

(c)          During the past 60 days ending on and including April 30, 2016, no transactions were effected in the Common Stock by the Reporting Persons except as disclosed in Item 4 hereof and incorporated herein by reference.  To the knowledge of the Reporting Persons, none of the directors or executive officers of the Reporting Persons effected transactions in the Common Stock during the period described above.

(d)          Not applicable.

(e)          On April 29, 2016, the Reporting Persons ceased to be beneficial owners of more than five percent of the Common Stock outstanding.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

The response to Item 4 of this Amendment No. 22 is incorporated herein by reference.

Item 7.

Materials to be Filed as Exhibits.

 

Exhibit 53

Power of Attorney (General Electric Company) (filed herewith)

 

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.

 

Dated:   May 3, 2016

Exhibit Index