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Filing Details

Accession Number:
0000902664-16-008283
Form Type:
13D Filing
Publication Date:
2016-10-03 16:18:21
Filed By:
Clinton Group
Company:
Evine Live Inc. (NASDAQ:EVLV)
Filing Date:
2016-10-03
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Clinton Group, Inc 1,907,642 1,907,642 1,907,642 3.0%
George Hall 1,907,642 1,907,642 1,907,642 3.0%
Imation Corp 1,172,727 1,172,727 1,172,727 1.9%
Filing

 

SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 

EVINE Live Inc.

(Name of Issuer)
 

Common Stock, par value $0.01 per share

(Title of Class of Securities)
 

300487105

(CUSIP Number)
 
 

Eleazer Klein

Marc Weingarten

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

(212) 756-2000

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

September 20, 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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

 

(Page 1 of 9 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).

 

 

1

NAME OF REPORTING PERSONS

Clinton Group, Inc.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

- 0 -

8

SHARED VOTING POWER

1,907,642 shares of Common Stock

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

1,907,642 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,907,642 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.0%

14

TYPE OF REPORTING PERSON

CO; IA

         

 

 

1

NAME OF REPORTING PERSONS

George Hall

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

- 0 -

8

SHARED VOTING POWER

1,907,642 shares of Common Stock

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

1,907,642 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,907,642 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.0%

14

TYPE OF REPORTING PERSON

IN

         

 

 

 

1

NAME OF REPORTING PERSONS

Imation Corp.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

- 0 -

8

SHARED VOTING POWER

1,172,727 shares of Common Stock

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

1,172,727 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,172,727 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.9%

14

TYPE OF REPORTING PERSON

CO

         

 

 

This Amendment No. 1 ("Amendment No. 1") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on August 25, 2016 (the "Original Schedule 13D" and together with this Amendment No. 1, the "Schedule 13D") with respect to the common stock, par value $0.01 per share (the "Common Stock"), of EVINE Live Inc., a Minnesota corporation (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Schedule 13D. This Amendment No. 1 amends Items 3, 4 and 5 as set forth below. This Amendment No. 1 constitutes an "exit filing" with respect to the Reporting Persons.

 

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
   
Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
   
 

The Reporting Persons used approximately $5,484,000 (excluding brokerage commissions) in the aggregate to purchase the Common Stock reported in this Schedule 13D.

 

The source of the funds used to acquire the Common Stock reported herein as beneficially owned by CGI and Mr. Hall is the working capital of the Clinton Funds, and margin borrowings described in the following sentence. Such shares of Common Stock are held by the Clinton Funds in commingled margin accounts, which may extend margin credit to the Clinton Funds from time to time, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin account are pledged as collateral security for the repayment of debit balances in the account. The margin accounts bear interest at a rate based upon the broker's call rate from time to time in effect. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Stock reported herein as beneficially owned by CGI and Mr. Hall.

   
  The source of the funds used to acquire the Common Stock reported herein as held by Imation is cash on its balance sheet.  

 

Item 4. PURPOSE OF TRANSACTION  
   
Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
   
  The Reporting Persons are filing this Amendment No. 1 as a result of the increase in the Issuer's shares of Common Stock outstanding due to the recently closed $10 million financing transaction, pursuant to which, among other things, the Issuer issued shares of Common Stock to certain accredited investors, Mr. Tommy Hilfiger, Mr. Morris Goldfarb and Mr. Tommy Mottola (collectively, the "Investors").  The Reporting Persons believe the transaction and involvement on an advisory basis of the Investors are beneficial to the long-term prospects of the Issuer.

 

 

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER
   
Paragraphs (a)-(c) and (e) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:
   
  (a) – (b)  The aggregate number and percentage of shares of Common Stock to which this Schedule 13D relates is 3,080,369 shares of Common Stock, constituting approximately 4.9% of the Issuer’s currently outstanding Common Stock. The aggregate number and percentage of shares of Common Stock reported herein are based upon the 63,287,762 shares of Common Stock outstanding as of September 20, 2016, which is equivalent to the sum of (i) 57,335,381 shares of Common Stock outstanding as of August 24, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended July 31, 2016, filed with the SEC on August 26, 2016, and (ii) 5,952,381 shares of Common Stock issued to the Investors on September 20, 2016, as reported in the Issuer's Current Report on Form 8-K filed with the SEC on September 15, 2016.
   
  The information required by Items 5(a) – (b) is set forth in rows 7 – 13 of the cover page for each of the Reporting Persons and is incorporated herein by reference.  By virtue of his direct and indirect control of CGI, Mr. Hall is deemed to have shared voting power and shared dispositive power with respect to all Common Stock as to which CGI has voting power or dispositive power.
   
  (c) Information concerning transactions in the Common Stock effected by the Reporting Persons since the filing of the Original Schedule 13D is set forth in Schedule B hereto and is incorporated herein by reference.  Unless otherwise indicated, all of such transactions were effected in the open market.
   
  (e) September 20, 2016.

 

 

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: October 3, 2016

       
  Clinton Group, Inc.  
       
  By: /s/ George Hall  
  Name: George Hall  
  Title: President  
       
       
  /s/ George Hall  
  George Hall  
       
       
  Imation Corp.  
       
  By: /s/ Joseph A. De Perio  
  Name: Joseph A. De Perio  
  Title: Chairman of the Board  
       
       

 

 

SCHEDULE B

 

Transactions in the Issuer's Shares of Common Stock by the Reporting Persons

 

 

The following tables set forth all transactions in the shares of Common Stock effected since the filing of the Original Schedule 13D by the Reporting Persons. All such transactions were effected in the open market through brokers and the price per share does not include commissions.

 

CGI (for the benefit of the Clinton Funds):

 

Trade Date Shares Purchased (Sold) Average Price Per Share Range of Prices Per Share
09/12/2016 (7,705) $2.12 (1) $2.1105 - $2.1257
09/12/2016 5,000 $2.12 N/A
09/15/2016 (23,100) $2.14 (1) $2.1336 - $2.1638
09/15/2016 6,000 $2.11 (1) $2.11 - $2.1175
09/16/2016 (27,000) $2.09 (1) $2.0573 - $2.1296
09/16/2016 11,000 $2.08 (1) $2.0638 - $2.1078
09/19/2016 (21,279) $2.20 (1) $2.16 - $2.2183
09/19/2016 15,000 $2.21 N/A
09/20/2016 (20,000) $2.17 (1) $2.15 - $2.20
09/20/2016 10,000 $2.15 N/A
09/23/2016 (2,700) $2.37 (1) $2.3633 - $2.38
09/23/2016 19,000 $2.36 N/A
09/26/2016 (15,097) $2.28 (1) $2.2786 - $2.29
09/26/2016 20,000 $2.29 (1) $2.28 - $2.29
09/28/2016 6,000 $2.24 N/A
09/29/2016 26,000 $2.22 (1) $2.18 - $2.2283
09/30/2016 10,900 $2.28 (1) $2.2811 - $2.32

 

(1) This transaction was executed in multiple trades in the open market. The price reported above reflects the weighted average sale price per share of Common Stock purchased or sold, as applicable. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased or sold, as applicable, at each separate price within the ranges set forth above.

 

Imation:

 

Trade Date Shares Purchased (Sold) Price Per Share
08/26/2016 49,454 $1.70
08/30/2016 50,000 $1.75
09/13/2016 50,000 $1.94
09/15/2016 (26,222) $2.11
09/19/2016 (400) $2.23
09/21/2016 (25,000) $2.25
09/28/2016 26,500 $2.19
09/30/2016 50,000 $2.28