According to a newly-amended 13D filing with the US Securities and Exchange Commission, J. Carlo Cannell‘s Cannel Capital owns almost 4.0 million shares of Evine Live Inc. (NASDAQ:EVLV), which represent 6.99% of the company’s outstanding stock. This is slightly less compared to 4.61 million shares Cannel Capital held at the end of the December of 2015, as reported in a previous 13F filing. It was also revealed in a 13D filing that Cannel Capital is satisfied with their investment in the company and that it will continue to hold the shares as a long term investment, while reserving their rights to become active in the management of the company, in order to achieve the maximum value of the shares.
Evine Live Inc. (NASDAQ:EVLV) is a digital commerce company that markets and sells various consumer products through different forms of media, including online, TV, and mobile. Over the past 12 months the company’s shares have dropped by 77.3%. For fourth quarter of 2015, Evine Live Inc (NASDAQ:EVLV) reported earnings per share of $0.01, which was in line with expectations, while its revenue of of $211.54 million managed to beat the estimates of $210.02 million.
Among the hedge fund tracked by Insider Monkey, aside Cannel Capital, 11 investors reported long positions in Evine Live Inc. (NASDAQ:EVLV) as of the end of 2015. Jeffrey Bronchick’s Cove Street Capital held the most valuable position worth about $9.56 million in stock. Other investors that were bullish on this stock are Paul Reeder and Edward Shapiro’s PAR Capital Management, George Hall’s Clinton Group, and Phil Frohlich’s Prescott Group Capital Management.
You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| J. Carlo Cannell | 3,997,549 | 0 | 3,997,549 | 0 | 3,997,549 | 6.99% |
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Page 1 of 7 – SEC Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.1 )
1
EVINE Live Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
300487105
(CUSIP Number)
J. Carlo Cannell
Cannell Capital LLC
245 Meriwether Circle
Alta, WY
83414
(307) 733-2284
(Name, Address and Telephone Number of Person
to Receive Notices and Communications)
April 6, 2016
(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 §§240.13d-1(e), 240.13d-1(f)
or 240.13d-1(g), check the following box. ☑
Note.
Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 7 Pages)
______________________
* 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.
The information required on 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).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a current
valid OMB control number.
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Page 2 of 7 – SEC Filing
| CUSIP No. 300487105 | Page 2 of 7 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only) J. Carlo Cannell | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | |||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS (see instructions) WC/OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) ☐ or 2(e) ☐ | |||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER* 3,997,549 | ||
| 8 | SHARED VOTING POWER 0 | |||
| 9 | SOLE DISPOSITIVE POWER* 3,997,549 | |||
| 10 | SHARED DISPOSITIVE POWER 0 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,997,549 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ (see instructions) | |||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 6.99%* | |||
| 14 | TYPE OF REPORTING PERSON IN | |||
* Based on information set forth on the Form 10-K of EVINE Live Inc.,
(the “Company”) as filed with the Securities and Exchange Commission on
April 1, 2016, there were 57,170,245 shares of Common Stock par value $0.01
per share (the “Shares”), of the Company issued and outstanding as of
March 28, 2016.
As of April 6, 2016 (the “Reporting Date”), the Cuttyhunk Master Portfolio
(“Cuttyhunk”), Tristan Partners, L.P. (“Tristan”),
the Tristan Offshore Fund Ltd. (“Tristan Offshore”),
Tonga Partners, L.P. (“Tonga”), and sundry separately managed accounts, over
which J. Carlo Cannell has investment discretion (the “Cannell SMAs” and collectively
with Cuttyhunk, Tonga, Tristan and Tristan Offshore, the “Investment Vehicles”),
held in the aggregate 3,997,549 Shares.
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Page 3 of 7 – SEC Filing
| CUSIP No. 300487105 | Page 3 of 7 Pages |
Cannell Capital LLC acts as the investment adviser to to Tonga, Tristan,
Tristan Offshore, the Cannell SMAs, and the investor sub-advisor for Cuttyhunk.
Mr. J. Carlo Cannell is the sole managing member of Cannell Capital LLC.
The Reporting Person possesses the sole power to vote and to direct
the disposition of the Shares held by the Investment Vehicles.
| Item 1. Security and Issuer | |||||||||||
| The title of the class of equity securities to which this Schedule 13D relates is the Common Stock par value $0.01 per share of EVINE Live Inc., a Minnesota corporation. The address of the principal executive offices of the Company is 6740 Shady Oak Road, Eden Prairie, MN 55344-3433. | |||||||||||
| Item 2. Identity and Background | |||||||||||
| a) | The name of the Reporting Person is J. Carlo Cannell (the “Reporting Person”). The Reporting Person is the sole managing member of Cannell Capital LLC, an Tonga Partners, L.P. Tristan Partners, L.P. Tristan Offshore Fund, Ltd. Set forth in the attached Annex “A” and incorporated herein by reference is a | ||||||||||
| b) | The principal business address of the Reporting Person is: 245 Meriwether Circle Alta, WY 83414 | ||||||||||
| c) | The principal business of the Reporting Person is the performance of | ||||||||||
| d) | Neither the Reporting Person, nor to the best of its knowledge, any of the | ||||||||||
| e) | Neither the Reporting Person, nor to the best of its knowledge, any of the Investment | ||||||||||
| f) | The place of organization of the Reporting Person is as follows: The citizenship of each Covered Person is set forth on the attached Annex A Mr. J. Carlo Cannell is the Managing Member of Cannell Capital LLC, a Wyoming | ||||||||||
| Item 3. Source and Amount of Funds or Other Consideration | |||||||||||
| The securities to which this statement relates were acquired by the Reporting The Cuttyhunk Master Portfolio: $1,399,350.90 Tonga Partners, L.P.: $3,377,930.51 Tristan Partners, L.P.: $3,653,110.88 Tristan Offshore Fund, Ltd.: $1,865,957.25 Cannell Separately Managed Accounts: $550,060.68 The Investment Vehicles have invested an aggregate amount of approximately $10,846,410.22 in the Shares. | |||||||||||
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Page 4 of 7 – SEC Filing
| CUSIP No. 300487105 | Page 4 of 7 Pages |
| Item 4. Purpose of Transaction | |||||||||||
|
| |||||||||||
| Item 5. Interest in Securities of the Issuer | |||||||||||
| Based on information set forth in the Company’s Form 10-K as filed with the Securities and Exchange Commission on April 1, 2016, there were 57,170,245 Common Shares issued and outstanding as of March 28, 2016. | |||||||||||
(a) As of the Reporting Date, for the purposes of Reg. Section 240.13d-3, Cannell
Capital LLC may be deemed to beneficially own 3,997,549 Shares, or approximately
6.99% of the Shares deemed issued and outstanding as of the Reporting Date.
(b) Cannell Capital LLC possesses the sole power to vote and to direct
the disposition of the Shares held by the Investment Vehicles.
(c) The following table details the transactions during the sixty days on or prior
to the Reporting Date in Shares, or securities convertible into, exercisable for or
exchangeable for Shares, by Cannell Capital LLC or any other person or entity
controlled by him or any person or entity for which he possesses voting or
investment control over the securities thereof (each of which was effected in
an ordinary brokerage transaction by Cannell Capital LLC on behalf
of the Investment Vehicles).
  EntityDateQuantity
Price
Per Share
Form Of
Transaction
  Cannell SMAs02/17/201648,5040.5086 Sell Cannell SMAs02/18/201650,0000.5010 Sell Cannell SMAs02/19/2016114,4000.4872 Sell Cannell SMAs02/22/201629,3170.5041 Sell Cannell SMAs02/23/201650,0000.5135 Sell Cannell SMAs02/24/201651,8000.5018 Sell Cannell SMAs02/25/2016154,4830.5036 Sell Cuttyhunk04/05/20162,9841.2096 Sell Tonga04/05/20165,5161.2096 Sell Cuttyhunk04/06/201637,3601.2059 Sell Tonga04/06/201669,0541.2059 Sell  Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer NoneItem 7. Material to Be Filed as Exhibits None
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Page 5 of 7 – SEC Filing
| CUSIP No. 300487105 | Page 5 of 7 Pages |
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: April 18, 2016
| Cannell Capital LLC By: /s/ J. Carlo Cannell Name: J. Carlo Cannell Title: Managing Member |
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Page 6 of 7 – SEC Filing
| CUSIP No. 300487105 | Page 6 of 7 Pages |
Annex “A”
MANAGERS AND GENERAL PARTNERS OF THE REPORTING PERSON AND THE INVESTMENT VEHICLES
The following sets forth the name, principal occupation, citizenship or
jurisdiction of organization and principal place of business of the
directors, general partners, managing members or controlling persons
of the Reporting Person and the Investment Vehicles (the “Covered Persons”) indicated below:
| J. Carlo Cannell | |
| Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business: | J. Carlo Cannell Managing Member Investment Management Wyoming, United States (1) |
| Cannell Capital LLC | |
| Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business: | J. Carlo Cannell Managing Member Investment Management Wyoming, United States (1) |
| Tonga Partners, L.P. | |
| Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business: | Cannell Capital LLC Investment Adviser and General Partner Investment Management Wyoming, United States (1) |
| The Cuttyhunk Master Portfolio | |
| Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business: | Cannell Capital LLC Investment Subadviser Investment Management Wyoming, United States (1) |
| Tristan Partners, L.P. | |
| Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business: | Cannell Capital LLC Investment Adviser and General Partner Investment Management Wyoming, United States (1) |
| Tristan Offshore Fund, Ltd. | |
| Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business: | Cannell Capital LLC Investment Adviser Investment Management Cayman Islands (2) |
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Page 7 of 7 – SEC Filing
| CUSIP No. 300487105 | Page 7 of 7 Pages |
Annex “B”
Agreement Regarding the Joint Filing of Schedule 13D
| 1) | Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf each of them; |
| 2) | Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. |
Dated: April 18, 2016
| By: /s/ J. Carlo Cannell Name: J. Carlo Cannell |
| Cannell Capital LLC By: /s/ J. Carlo Cannell Name: J. Carlo Cannell Title: Managing Member |
