Amended Statement of Beneficial Ownership (sc 13d/a)
October 03 2016 - 4:19PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D/A
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Under the Securities Exchange Act of 1934
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(Amendment No. 1)*
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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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Eleazer Klein
Marc Weingarten
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
(212) 756-2000
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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September
20, 2016
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(Date of Event Which Requires Filing of This Statement)
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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).
CUSIP No. 300487105
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SCHEDULE 13D/A
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Page
2
of 9 Pages
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1
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NAME OF REPORTING PERSONS
Clinton Group, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
- 0 -
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8
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SHARED VOTING POWER
1,907,642
shares of Common
Stock
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9
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SOLE DISPOSITIVE POWER
- 0 -
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10
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SHARED DISPOSITIVE POWER
1,907,642
shares of Common
Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,907,642
shares of Common
Stock
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
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14
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TYPE OF REPORTING PERSON
CO; IA
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CUSIP No. 300487105
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SCHEDULE 13D/A
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Page
3
of 9 Pages
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1
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NAME OF REPORTING PERSONS
George Hall
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
- 0 -
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8
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SHARED VOTING POWER
1,907,642
shares of Common
Stock
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9
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SOLE DISPOSITIVE POWER
- 0 -
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10
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SHARED DISPOSITIVE POWER
1,907,642
shares of Common
Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,907,642
shares of Common
Stock
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 300487105
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SCHEDULE 13D/A
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Page
4
of 9 Pages
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1
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NAME OF REPORTING PERSONS
Imation Corp.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
- 0 -
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8
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SHARED VOTING POWER
1,172,727
shares of Common
Stock
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9
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SOLE DISPOSITIVE POWER
- 0 -
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10
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SHARED DISPOSITIVE POWER
1,172,727
shares of Common
Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,172,727
shares of Common
Stock
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 300487105
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SCHEDULE 13D/A
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Page
5
of 9 Pages
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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.
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
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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.
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The source of the funds used to acquire the Common Stock reported herein as held by Imation is cash on its balance sheet.
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Item 4.
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PURPOSE OF TRANSACTION
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Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
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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.
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CUSIP No. 300487105
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SCHEDULE 13D/A
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Page
6
of 9 Pages
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Item 5.
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INTEREST IN SECURITIES OF THE ISSUER
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Paragraphs (a)-(c) and (e) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:
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(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.
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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.
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(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.
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(e) September 20, 2016.
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CUSIP No. 300487105
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SCHEDULE 13D/A
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Page
7
of 9 Pages
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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
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Clinton Group, Inc.
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By:
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/s/ George Hall
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Name:
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George Hall
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Title:
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President
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/s/ George Hall
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George Hall
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Imation Corp.
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By:
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/s/ Joseph A. De Perio
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Name:
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Joseph A. De Perio
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Title:
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Chairman of the Board
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CUSIP No. 300487105
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SCHEDULE 13D/A
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Page
8
of 9 Pages
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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)
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Trade Date
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Shares Purchased (Sold)
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Average Price Per Share
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Range of Prices Per Share
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09/12/2016
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(7,705)
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$2.12
(1)
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$2.1105 - $2.1257
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09/12/2016
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5,000
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$2.12
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N/A
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09/15/2016
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(23,100)
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$2.14
(1)
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$2.1336 - $2.1638
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09/15/2016
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6,000
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$2.11
(1)
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$2.11 - $2.1175
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09/16/2016
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(27,000)
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$2.09
(1)
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$2.0573 - $2.1296
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09/16/2016
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11,000
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$2.08
(1)
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$2.0638 - $2.1078
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09/19/2016
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(21,279)
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$2.20
(1)
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$2.16 - $2.2183
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09/19/2016
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15,000
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$2.21
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N/A
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09/20/2016
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(20,000)
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$2.17
(1)
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$2.15 - $2.20
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09/20/2016
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10,000
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$2.15
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N/A
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09/23/2016
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(2,700)
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$2.37
(1)
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$2.3633 - $2.38
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09/23/2016
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19,000
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$2.36
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N/A
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09/26/2016
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(15,097)
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$2.28
(1)
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$2.2786 - $2.29
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09/26/2016
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20,000
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$2.29
(1)
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$2.28 - $2.29
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09/28/2016
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6,000
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$2.24
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N/A
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09/29/2016
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26,000
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$2.22
(1)
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$2.18 - $2.2283
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09/30/2016
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10,900
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$2.28
(1)
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$2.2811 - $2.32
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(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.
CUSIP No. 300487105
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SCHEDULE 13D/A
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Page
9
of 9 Pages
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Imation
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Trade Date
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Shares Purchased (Sold)
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Price Per Share
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08/26/2016
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49,454
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$1.70
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08/30/2016
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50,000
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$1.75
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09/13/2016
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50,000
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$1.94
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09/15/2016
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(26,222)
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$2.11
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09/19/2016
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(400)
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$2.23
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09/21/2016
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(25,000)
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$2.25
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09/28/2016
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26,500
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$2.19
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09/30/2016
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50,000
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$2.28
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