Statement of Ownership (sc 13g)
January 30 2017 - 5:17PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
EVINE Live
Inc.
(Name of Issuer)
Common
Stock, par value $0.01 per share
(Title of Class of Securities)
300487105
(CUSIP Number)
January
18, 2017
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
¨
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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* 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 the disclosures provided in a prior cover
page.
The information required in 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
1
|
Name of Reporting Person:
Thomas
J. Hilfiger
|
2
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Check the Appropriate Box if a Member of a Group
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(a)
¨
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(b)
¨
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
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United States
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Number of Shares Beneficially
Owned by Each Reporting
Person With
|
5
|
Sole Voting Power
|
4,051,389
|
6
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Shared Voting Power
|
0
|
7
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Sole Dispositive Power
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4,051,389
|
8
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Shared Dispositive Power
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0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
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4,051,389
|
10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
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¨
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11
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Percent of Class Represented by Amount in Row (9)
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6.0%
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12
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Type of Reporting Person
|
IN
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|
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CUSIP NO. 300487105
1
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Name of Reporting Person: Star Branding
Investment Group, LLC
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2
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Check the Appropriate Box if a Member of a Group
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(a)
¨
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(b)
¨
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
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Delaware
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Number of Shares Beneficially
Owned by Each Reporting
Person With
|
5
|
Sole Voting Power
|
4,001,389
|
6
|
Shared Voting Power
|
0
|
7
|
Sole Dispositive Power
|
4,001,389
|
8
|
Shared Dispositive Power
|
0
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
4,001,389
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
¨
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11
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Percent of Class Represented by Amount in Row (9)
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6.0%
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12
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Type of Reporting Person
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OO
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CUSIP NO. 300487105
1
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Name of Reporting Person:
TH
Media Partners, LLC
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2
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Check the Appropriate Box if a Member of a Group
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(a)
¨
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|
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(b)
¨
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3
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SEC Use Only
|
4
|
Citizenship or Place of Organization
|
|
Number of Shares Beneficially
Owned by Each Reporting
Person With
|
5
|
Sole Voting Power
|
4,001,389
|
6
|
Shared Voting Power
|
0
|
7
|
Sole Dispositive Power
|
4,001,389
|
8
|
Shared Dispositive Power
|
0
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
4,001,389
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
¨
|
11
|
Percent of Class Represented by Amount in Row (9)
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6.0%
|
12
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Type of Reporting Person
|
OO
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|
|
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Item 1(a).
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Name of issuer
: EVINE Live Inc.
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Item 1(b).
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Address of issuer’s principal executive offices
:
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6740 Shady Oak Road
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Eden Prairie, MN 55344
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Item 2(a).
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Names of persons filing
:
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Thomas J. Hilfiger
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Star Branding Investment Group, LLC
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TH Media Partners, LLC
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Item 2(b).
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Address or principal business office or, if none, residence
:
|
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|
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The principal business office for each of
Thomas J. Hilfiger, Star Branding Investment Group, LLC and TH Media Partners, LLC
is:
|
|
|
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725 Fifth Avenue, 23
rd
Floor
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New York, NY 10022
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|
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Item 2(c).
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Citizenship
:
|
|
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Thomas J. Hilfiger is a United States citizen.
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Each of
Star Branding Investment Group, LLC and TH Media Partners, LLC is a Delaware limited liability company.
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Item 2(d).
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Title of class of securities
: Common Stock, par value $0.01 per share
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Item 2(e).
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CUSIP number
: 300487105
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|
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Item 3.
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If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a
: Not applicable.
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Item 4.
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Ownership
:
|
|
|
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The percent of class provided for each reporting person below is based on 65,186,738
outstanding shares of common stock of EVINE Live Inc., as reported in EVINE Live Inc.’s Current Report on Form 8-K
filed on January 26, 2017, and 2,017,262 shares of common stock that are deemed to be outstanding because they
are issuable upon the exercise of a warrant and option granted to TH Media Partners, LLC.
|
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a.
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Amount beneficially owned:
4,051,389
|
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b.
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Percent of class:
6.0%
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c.
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Number of units as to which the person has:
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i.
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Sole power to vote or to direct the vote:
4,051,389
|
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ii.
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Shared power to vote or to direct the vote:
0
|
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iii.
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Sole power to dispose or to direct the disposition of:
4,051,389
|
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iv.
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Shared power to dispose or to direct the disposition of:
0
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2.
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Star Branding Investment Group, LLC
|
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a.
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Amount beneficially owned:
4,001,389
|
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b.
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Percent of class:
6.0%
|
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c.
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Number of units as to which the person has:
|
|
i.
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Sole power to vote or to direct the vote:
4,001,389
|
|
ii.
|
Shared power to vote or to direct the vote:
0
|
|
iii.
|
Sole power to dispose or to direct the disposition of:
4,001,389
|
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iv.
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Shared power to dispose or to direct the disposition of:
0
|
|
3.
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TH Media Partners,
LLC
|
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a.
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Amount beneficially owned:
4,001,389
|
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b.
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Percent of class:
6.0%
|
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c.
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Number of units as to which the person has:
|
|
i.
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Sole power to vote or to direct the vote:
4,001,389
|
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ii.
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Shared power to vote or to direct the vote:
0
|
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iii.
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Sole power to dispose or to direct the disposition of:
4,001,389
|
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iv.
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Shared power to dispose or to direct the disposition of:
0
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TH
Media Partners, LLC
beneficially
owns 4,001,389
shares of common stock of EVINE Live Inc.
Star Branding
Investment Group, LLC is the manager of
TH Media Partners,
LLC
. Thomas J. Hilfiger is the controlling member of Star Branding Investment Group, LLC.
The
reporting persons other than
TH Media Partners, LLC may be deemed to
beneficially own shares of common stock of EVINE Live Inc.
owned
directly by TH Media Partners, LLC
.
Item 5.
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Ownership of five percent or less of a class
: Not applicable.
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Item 6.
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Ownership of more than five percent on behalf of another person
: Not applicable.
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Item 7.
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Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person
: Not applicable.
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Item 8.
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Identification and classification of members of the group
: Not applicable.
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Item 9.
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Notice of dissolution of group
: Not applicable.
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Item 10.
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Certifications
:
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By signing below I
certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely
in connection with a nomination under §240.14a-11.
SIGNATURE
After reasonable inquiry and to the best
of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement
is true, complete and correct.
Dated: January 30, 2017
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THOMAS j. HILFIGER
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/s/ Thomas J. Hilfiger
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star branding investment group, llc
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By:
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/s/ Joseph Lamastra
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Name:
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Joseph Lamastra
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Title:
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President and CEO
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TH MEDIA PARTNERS, LLC
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By: Star Branding Investment Group, LLC, its Manager
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By:
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/s/ Joseph Lamastra
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Name:
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Joseph Lamastra
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Title:
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President and CEO
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[Signature Page – Schedule 13G]
LIST OF EXHIBITS
Exhibit No.
|
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Description
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99.1
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Joint Filing Agreement
|
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