1.
|
Names of Reporting Persons.
Comcast Corporation
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
☐
(b)
☒
|
3.
|
SEC Use Only
|
4.
|
Source of Funds (See Instructions)
Not Applicable
|
5.
|
Check if Disclosure of Legal Proceedings
Is Required Pursuant to Items 2(d) or 2(e)
☐
|
6.
|
Citizenship or Place of Organization
Pennsylvania
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
Sole Voting Power
2,741,849 (see Item 5)
|
8.
|
Shared Voting Power
0 (see Item 5)
|
9.
|
Sole Dispositive Power
2,741,849 (see Item 5)
|
10.
|
Shared Dispositive Power
0 (see Item 5)
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,741,849 (see Item 5)
|
12.
|
Check if the Aggregate Amount
in Row (11) Excludes Certain Shares
☐
|
13.
|
Percent of Class Represented by Amount in Row (11)
4.6% (see Item 5)
|
14.
|
Type of Reporting Person (See Instructions)
CO
|
1.
|
Names of Reporting Persons.
NBCUniversal, LLC
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
☐
(b)
☒
|
3.
|
SEC Use Only
|
4.
|
Source of Funds (See Instructions)
Not Applicable
|
5.
|
Check if Disclosure of Legal Proceedings
Is Required Pursuant to Items 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
2,741,849 (see Item 5)
|
8.
|
Shared Voting Power
0 (see Item 5)
|
9.
|
Sole Dispositive Power
2,741,849 (see Item 5)
|
10.
|
Shared Dispositive Power
0 (see Item 5)
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,741,849 (see Item 5)
|
12.
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares
☐
|
13.
|
Percent of Class Represented by Amount in Row (11)
4.6% (see Item 5)
|
14.
|
Type of Reporting Person (See Instructions)
OO
|
1.
|
Names of Reporting Persons.
NBCUniversal Media, LLC
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
☐
(b)
☒
|
3.
|
SEC Use Only
|
4.
|
Source of Funds (See Instructions)
Not Applicable
|
5.
|
Check if Disclosure of Legal Proceedings
Is Required Pursuant to Items 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
2,741,849 (see Item 5)
|
8.
|
Shared Voting Power
0 (see Item 5)
|
9.
|
Sole Dispositive Power
2,741,849 (see Item 5)
|
10.
|
Shared Dispositive Power
0 (see Item 5)
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,741,849 (see Item 5)
|
12.
|
Check if the Aggregate Amount
in Row (11) Excludes Certain Shares
☐
|
13.
|
Percent of Class Represented by Amount in Row (11)
4.6% (see Item 5)
|
14.
|
Type of Reporting Person (See Instructions)
OO
|
This Amendment
No. 4 amends the Schedule 13D originally filed on February 7, 2011, as amended (this “
Schedule 13D
”), and is
filed by Comcast Corporation (“
Comcast
”), for and on behalf of itself, NBCUniversal, LLC (“
NBCUniversal
Holdings
”) and NBCUniversal Media, LLC (“
NBCUniversal
” and, together with Comcast and NBCUniversal
Holdings, the “
Reporting Persons
”) with respect to the common stock, $0.01 par value per share (“
Common
Stock
”), of EVINE Live, Inc., a Minnesota corporation (the “
Issuer
”). NBCUniversal is a wholly owned
subsidiary of NBCUniversal Holdings; Comcast owns 100% of NBCUniversal Holdings’ common equity.
Item 4. Purpose of Transaction.
Item 4 of the
Schedule 13D is hereby supplemented as follows:
On
January 30, 2017, the Issuer and NBCUniversal entered into an agreement (the “
Repurchase Letter
Agreement
”) pursuant to which the Issuer agreed to purchase, and NBCUniversal agreed to sell, 4,400,000 shares of
Common Stock for an aggregate amount of $4,924,774.80, representing an amount equal to approximately $1.12 per share of
Common Stock. The transaction was consummated on January 31, 2017. In addition, pursuant to the terms of the Repurchase
Letter Agreement, the Issuer and NBCUniversal agreed to terminate the Shareholder Agreement (the “
Shareholder
Agreement
”) between the Issuer and NBCUniversal dated as of April 29, 2016, effective as of the execution of the
Repurchase Letter Agreement.
The
foregoing description of the Repurchase Letter Agreement does not purport to be complete and is subject to, and qualified
in its entirety by, the full text of the Repurchase Letter Agreement, a copy of which is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
Item 5. Interest in Securities
of the Issuer.
(a) The
responses of the Reporting Persons to Rows (11) through (13) of the cover pages of this Schedule 13D are incorporated
herein by reference. As of the date of the filing, NBCUniversal beneficially owned in the aggregate 2,741,849 shares of
Common Stock, representing approximately 4.6% of the shares of Common Stock outstanding determined in accordance with
Rule 13d-3(d)(1)(i) under the Exchange Act (based on the number of shares of Common Stock outstanding as of November 28,
2016, as reported in the Issuer’s Form 10-Q filed on November 30, 2016, and taking into account the repurchase
transaction disclosed in this Schedule 13D). By virtue of the fact that NBCUniversal is a direct or indirect subsidiary of each
of the other Reporting Persons, Comcast and NBCUniversal Holdings may each be deemed to beneficially own the shares of Common
Stock owned by NBCUniversal.
Except as
disclosed in this Item 5(a), none of the Reporting Persons, nor, to the best of 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 Schedule 13D and (ii) Item 5(a) hereof
are incorporated herein by reference.
Except as
disclosed in this Item 5(b), none of the Reporting Persons, nor to the best of 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 of the shares of Common
Stock which they may be deemed to beneficially own.
(c) None
of the Reporting Persons, nor, to the best of their knowledge, any of their directors or executive officers, has effected any
transaction in the shares of Common Stock during the past 60 days, except as disclosed in this Schedule 13D.
(d) Not
applicable.
(e) On
January 31, 2017, pursuant to the Repurchase Letter Agreement, NBCUniversal sold to the Issuer an aggregate of 4,400,000
shares of Common Stock for an aggregate amount of $4,924,774.80, representing an amount equal to $1.12 per share of Common
Stock, and at such time ceased to be a beneficial owner of more than five percent of the outstanding Common Stock.
Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is
hereby supplemented as follows:
The information
set forth in Item 4 of this Schedule 13D is incorporated into this Item 6 by reference.
Item 7. Material to be Filed
as Exhibits.
The following
documents are filed as exhibits:
Exhibit
No.
|
Description
|
99.1
|
Repurchase Letter Agreement, dated as of
January 30, 2017, among EVINE Live, Inc. and NBCUniversal Media, LLC (incorporated by reference to Exhibit 10.1 to
the Issuer’s Current Report on Form 8-K filed with the Commission on January 31, 2017 (File No. 001-37495))
|
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.
Date: January 31, 2017
|
COMCAST CORPORATION
/s/ Arthur R.
Block
|
|
Name: Arthur R. Block
Title: Executive Vice
President, General Counsel and Secretary
|
|
|
|
NBCUNIVERSAL, LLC
/s/ Arthur R.
Block
|
|
Name: Arthur R. Block
Title: Executive Vice
President
|
|
|
|
NBCUNIVERSAL MEDIA,
LLC
/s/ Arthur R.
Block
|
|
Name: Arthur R. Block
Title: Executive Vice
President
|
SCHEDULE
A-1
EXECUTIVE
OFFICERS AND DIRECTORS OF COMCAST CORPORATION
The name, business
address, title, present principal occupation or employment of each of the directors and executive officers of Comcast Corporation
(“Comcast”) are set forth below. If no business address is given, the director’s or officer’s business
address is One Comcast Center, Philadelphia, Pennsylvania 19103-2838. Unless otherwise indicated, each occupation set forth opposite
an individual’s name refers to Comcast. All of the persons listed below are citizens of the United States of America.
Name
and Business Address
|
Present
Principal Occupation
(Name and Principal Business of Employer)
|
Directors
|
|
Kenneth J. Bacon
|
Partner at RailField Partners, a financial advisory and asset management
firm
|
|
|
Madeline S. Bell
|
President and Chief Executive Officer of The Children’s Hospital
of Philadelphia, a top-ranked children’s hospital in the United States
|
|
|
Sheldon M. Bonovitz
|
Chairman Emeritus of Duane Morris LLP, a law firm
|
|
|
Edward D. Breen
|
Chairman of the Board and Chief Executive Officer of E.I. du Pont
de Nemours and Company
|
|
|
Joseph J. Collins
|
Chairman of Aegis, LLC
|
|
|
Gerald L. Hassell
|
Chairman and Chief Executive Officer of The Bank of New York Mellon
Corporation, a global investments company
|
|
|
Jeffrey A. Honickman
|
Chief Executive Officer of Pepsi-Cola and National Brand Beverages,
Ltd., a bottling and distribution company
|
|
|
Eduardo G. Mestre
|
Senior Advisor to Evercore Partners Inc., an independent investment
banking advisory firm
|
|
|
David C. Novak
|
Founder of OGO Enterprises, LLC, a company whose mission is to inspire
people through personal recognitions that deepen relationships
|
|
|
Brian L. Roberts
|
Chairman and Chief Executive Officer
|
|
|
Johnathan A. Rodgers
|
Retired President and Chief Executive Officer of TVOne, a cable
network
|
|
|
Dr. Judith Rodin
|
President of The Rockefeller Foundation
|
Name
and Business Address
|
Present
Principal Occupation
(Name and Principal Business of Employer)
|
Executive Officers
|
|
Brian L. Roberts
|
Chairman and Chief Executive Officer and President;
Principal Executive Officer, NBCUniversal, LLC and NBCUniversal Media, LLC
|
|
|
Arthur R. Block, Esq.
|
Executive Vice President, General Counsel and Secretary;
Executive Vice President, NBCUniversal, LLC and NBCUniversal Media, LLC
|
|
|
Stephen B. Burke
30 Rockefeller Plaza
New York, New York 10112
|
Senior Executive Vice President;
Chief Executive Officer and President,
NBCUniversal, LLC and NBCUniversal Media, LLC
|
|
|
Michael J. Cavanagh
|
Senior Executive Vice President and Chief Financial Officer;
Principal Financial Officer, NBCUniversal, LLC and NBCUniversal Media, LLC
|
|
|
David L. Cohen
|
Senior Executive Vice President;
Senior Executive Vice President, NBCUniversal, LLC and NBCUniversal Media, LLC
|
|
|
Lawrence J. Salva
|
Executive Vice President and Chief Accounting Officer;
Executive Vice President, NBCUniversal, LLC and NBCUniversal Media, LLC
|
|
|
Neil Smit
|
Senior Executive Vice President;
President and Chief Executive Officer, Comcast Cable Communications, LLC
|
|
|
|
(1)
|
Certain of the other individuals
identified on this Schedule A-1 may have beneficial ownership of de minimis amounts of
Issuer Common Stock held in investment accounts for which such individuals hold discretionary
authority. Comcast disclaims beneficial ownership of any such shares.
|
SCHEDULE
A-2
DIRECTORS
OF NBCUNIVERSAL, LLC AND EXECUTIVE OFFICERS OF NBCUNIVERSAL, LLC AND NBCUNIVERSAL MEDIA, LLC
The name, business
address, title, present principal occupation or employment of each of the directors of NBCUniversal, LLC (“NBCUniversal
Holdings”) and each of the executive officers of NBCUniversal Holdings and NBCUniversal Media, LLC (“NBCUniversal”)
are set forth below. If no business address is given, the director’s or officer’s business address is One Comcast
Center, Philadelphia, Pennsylvania 19103-2838. All of the persons listed below are citizens of the United States of America.
Name
and Business Address
|
Present
Principal Occupation
(Name and Principal Business of Employer)
|
Directors of NBCUniversal Holdings
|
|
Arthur R. Block
|
Executive Vice President, NBCUniversal Holdings and NBCUniversal;
Executive Vice President, General Counsel and Secretary, Comcast Corporation
|
|
|
Michael J. Cavanagh
|
Principal Financial Officer, NBCUniversal Holdings and NBCUniversal;
Senior Executive Vice President and Chief Financial Officer, Comcast Corporation
|
|
|
David L. Cohen
|
Senior Executive Vice President, NBCUniversal Holdings and NBCUniversal;
Senior Executive Vice President, Comcast Corporation
|
|
|
|
|
Name
and Business Address
|
Present
Principal Occupation
(Name and Principal Business of Employer)
|
Executive Officers of NBCUniversal Holdings and NBCUniversal
|
|
Brian L. Roberts
|
Principal Executive Officer, NBCUniversal Holdings and NBCUniversal;
Chairman and Chief Executive Officer and President, Comcast Corporation
|
|
|
Arthur R. Block
|
Executive Vice President, NBCUniversal Holdings and NBCUniversal;
Executive Vice President, General Counsel and Secretary, Comcast Corporation
|
|
|
Stephen B. Burke
30 Rockefeller Plaza
New York, New York 10112
|
Chief Executive Officer and President, NBCUniversal Holdings and
NBCUniversal;
Senior Executive Vice President, Comcast Corporation
|
|
|
Michael J. Cavanagh
|
Principal Financial Officer, NBCUniversal Holdings and NBCUniversal;
Senior Executive Vice President and Chief Financial Officer, Comcast Corporation
|
|
|
Name
and Business Address
|
Present
Principal Occupation
(Name and Principal Business of Employer)
|
David L. Cohen
|
Senior Executive Vice President, NBCUniversal Holdings and NBCUniversal;
Senior Executive Vice President, Comcast Corporation
|
|
|
Lawrence J. Salva
|
Executive Vice President, NBCUniversal Holdings and NBCUniversal;
Executive Vice President and Chief Accounting Officer, Comcast Corporation
|
|
|
|
|
|
(1)
|
NBCUniversal does not have a board
of directors, and is managed by NBCUniversal Holdings as its sole member.
|
|
(2)
|
Certain of the other individuals
identified on this Schedule A-2 may have beneficial ownership of de minimis amounts of
Issuer Common Stock held in investment accounts for which such individuals hold discretionary
authority. Comcast disclaims beneficial ownership of any such shares.
|
EXHIBITS
INDEX
Exhibit
No.
|
Description
|
99.1
|
Repurchase Letter Agreement, dated as of January 30, 2017, among
EVINE Live, Inc. and NBCUniversal Media, LLC (incorporated by reference to Exhibit 10.1 to Issuer’s Current Report on Form
8-K filed with the Commission on January 31, 2017 (File No. 001-37495))
|