UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
|
SCHEDULE
13D
|
|
Under
the Securities Exchange Act of 1934
|
|
(Amendment
No. 15)
|
|
_____________
|
|
|
|
(Name
of Issuer)
|
|
|
Common
Stock, $0.01 par value per share
|
(Title
of class of securities)
|
|
|
|
(CUSIP
Number)
|
|
|
Frank
Ertl
Senior
Managing Director, Chief Financial Officer and Treasurer
GE
Capital Equity Investments, Inc.
201
Merritt 7
Norwalk,
CT 06851
(203)
229-5000
|
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
|
|
|
May
14, 2010
|
(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 Rules 13d-1(e), 13d-1(f) or 13d-1(g),
check the following box [_].
|
|
|
|
|
|
|
CUSIP
No. 92047K-10-7
|
13D
|
Page
2
|
|
|
1
|
NAME
OF REPORTING PERSONS
|
GE Capital Equity Investments,
Inc.
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a)
[_]
(b)
[x]
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS:
|
Not
applicable
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e):
|
[_]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
Delaware
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER:
|
6,000,000 (see
Item 5)
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER:
|
0 (see
Item 5)
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER:
|
6,000,000 (see
Item 5)
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER:
|
0 (see
Item 5)
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 6,000,000 (see
Item 5)
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
|
[_]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 15.5% (see Item
5)
|
14
|
TYPE
OF REPORTING PERSON:
|
CO
|
|
CUSIP
No. 92047K-10-7
|
13D
|
Page
3
|
|
|
1
|
NAME
OF REPORTING PERSON:
|
NBC Universal,
Inc.
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a)
[_]
(b)
[x]
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS:
|
Not
applicable
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e):
|
[_]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
Delaware
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER:
|
6,474,309 (see
Item 5)
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER:
|
0 (see
Item 5)
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER:
|
6,474,309(see
Item 5)
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER:
|
0 (see
Item 5)
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 6,474,309 (see
Item 5)
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
|
[_]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
(11): 19.8% (see Item 5)
|
14
|
TYPE
OF REPORTING PERSON:
|
CO
|
|
CUSIP
No. 92047K-10-7
|
13D
|
Page
4
|
|
|
1
|
NAME
OF REPORTING PERSON:
|
General Electric Capital
Corporation
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a)
[_]
(b)
[x]
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS:
|
Not
applicable
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e):
|
[_]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
Delaware
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER:
|
6,000,000 (see
Item 5)
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER:
|
0 (see
Item 5)
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER:
|
6,000,000 (see
Item 5)
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER:
|
0 (see
Item 5)
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 6,000,000 (see
Item 5)
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
|
[_]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 15.6% (see Item
5)
|
14
|
TYPE
OF REPORTING PERSON:
|
CO
|
|
CUSIP
No. 92047K-10-7
|
13D
|
Page
5
|
|
|
1
|
NAME
OF REPORTING PERSON:
|
General Electric Capital
Services, Inc.
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a)
[_]
(b)
[x]
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS:
|
Not
applicable
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e):
|
[_]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
Delaware
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER:
|
Disclaimed
(see 11 below)
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER:
|
0
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER:
|
Disclaimed
(see 11 below)
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER:
|
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: Beneficial
ownership of all shares disclaimed by General Electric Capital Services,
Inc.
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
|
[_]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11): Not applicable (see 11
above)
|
14
|
TYPE
OF REPORTING PERSON:
|
CO
|
|
CUSIP
No. 92047K-10-7
|
13D
|
Page
6
|
|
|
1
|
NAME
OF REPORTING PERSON:
|
General Electric
Company
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a)
[_]
(b)
[x]
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS:
|
Not
applicable
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e):
|
[x]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
New
York
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER:
|
Disclaimed
(see 11 below)
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER:
|
0
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER:
|
Disclaimed
(see 11 below)
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER:
|
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: Beneficial
ownership of all shares disclaimed by General Electric
Company
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
|
[_]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11): Not applicable (see 11
above)
|
14
|
TYPE
OF REPORTING PERSON:
|
CO
|
CUSIP
No. 92047K-10-7
|
13D
|
Page
7
|
|
|
1
|
NAME
OF REPORTING PERSON:
|
National
Broadcasting Company Holdings, Inc.
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a)
[_]
(b)
[x]
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS:
|
Not
applicable
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEM 2(d) OR 2(e):
|
[_]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
Delaware
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER:
|
Disclaimed
(see 11 below)
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER:
|
0
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER:
|
Disclaimed
(see 11 below)
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER:
|
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: Beneficial
ownership of all shares disclaimed by National Broadcasting Company
Holdings, Inc.
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
|
[_]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11): Not applicable (see
11 above)
|
14
|
TYPE
OF REPORTING PERSON:
|
CO
|
This
Amendment No. 15 amends the Schedule 13D filed February 25, 2009, as amended
(the “Schedule 13D”), and is filed by GE Capital Equity Investments, Inc.
(“GECEI”), NBC Universal, Inc. (formerly known as National Broadcasting Company,
Inc.) (“NBC”), General Electric Capital Corporation (“GE Capital”), General
Electric Capital Services, Inc. (“GECS”), General Electric Company (“GE”), and
National Broadcasting Company Holding, Inc. (“NBC Holding”) (each of NBC, GE
Capital, GECS, GE and NBC Holdings a “Reporting Person” and collectively the
“Reporting Persons”), with respect to the common stock, $0.01 par value per
share (the “Common Stock”), of ValueVision Media, Inc. (the
“Company”). Capitalized terms used herein but not defined shall have
the meaning attributed to them in the Schedule 13D.
This
Amendment No. 15 is being filed while the Reporting Persons are in the process
of verifying information required herein from their respective directors and
executive officers. If the Reporting Persons obtain information
concerning such individuals which would cause a material change in the
disclosure contained herein, an amendment to this statement will be filed that
will disclose such change.
Item
4.
|
Purpose of
Transaction
.
|
Item 4 is
supplemented as follows:
As
previously disclosed publicly by the Company, on May 14, 2010, NBC exercised its
right to have 6,452,194 shares of Common Stock it owns registered for sale
pursuant to a registration statement to be filed with the Securities and
Exchange Commission by the Company. NBC is exercising its rights
pursuant to the terms of the Amended and Restated Registration Rights Agreement
with the Company, dated as of February 25, 2009.
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 Amendment No. 15 are incorporated herein by reference. As of
May 19, 2010, (X) GECEI and GE Capital (by virtue of its ownership of all of the
common stock of GECEI) had sole beneficial ownership of an aggregate of
6,000,000 shares of Common Stock issuable upon the exercise of the 2009 Warrants
and (Y) NBC had sole beneficial ownership of an aggregate of 6,474,309 shares of
Common Stock composed of (i) 6,452,194 shares of outstanding Common Stock and
(ii) 22,115 shares of Common Stock issuable upon exercise of the New Performance
Warrant.
Accordingly,
as of May 19, 2010, GECEI and GE Capital (by virtue of its ownership of all of
the common stock of GECEI) beneficially owned in the aggregate 6,000,000 shares
of Common Stock, and NBC beneficially owned in the aggregate 6,474,309 shares of
Common Stock, representing approximately 15.5% and 19.8%, respectively, 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 outstanding
as of April 12, 2010, as reported in the Company’s Form 10-K for the fiscal year
ended January 30, 2010, and filed on April 15, 2010 (32,686,735 shares), plus
the shares issuable to the relevant Reporting Person upon exercise of the
warrants described above). GECEI, GE Capital (by virtue of its
ownership of all of the common stock of GECEI) and NBC beneficially owned in the
aggregate 12,474,309 shares of
Common
Stock, representing approximately 32.2% of the shares of Common Stock
outstanding, determined as described above, as of May 19, 2010.
In
addition, as of May 19, 2010, GECEI also owned 4,929,266 shares of Series B
Preferred Stock. Generally, as previously disclosed, under the terms
of the Certificate of Designation for the Series B Preferred Stock (the
“Certificate”), the shares of Series B Preferred Stock (i) are not convertible
into shares of Common Stock, (ii) generally vote, with one vote per share, as a
class together with the shares of Common Stock on all matters with respect to
which shares of Common Stock have a right to vote, other than in the election of
directors (subject to certain exceptions), (iii) generally have a separate class
vote in the election of a certain number of directors and on certain other
matters, and (iv) when voting as a class together with the shares of Common
Stock, have their voting rights reduced, on a share-for-share basis, for every
share of Common Stock issued pursuant to the exercise of the 2009
Warrants. For purposes of Item 5 hereof and the cover pages of this
Amendment 15, the shares of Series B Preferred Stock owned by GECEI are not
reflected in the beneficial ownership of Common Stock of the Reporting
Persons.
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 Amendment No. 15 and (ii) Item 5(a) hereof are incorporated herein
by reference. NBC and GECEI, as a consequence of being affiliated,
may from time to time consult with each other regarding the securities of the
Company.
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 Common
Stock during the past 60 days. On November 11, 2009, New Performance
Warrants in respect of 7,372 shares of Common Stock expired.
(d) Not
applicable.
(e) Not
applicable.
Item
7.
|
Materials to be Filed
as Exhibits
.
|
Exhibit
38
|
Power
of Attorney (General Electric Capital
Corporation).
|
Exhibit
39
|
Power
of Attorney (General Electric Capital Services,
Inc.).
|
Exhibit
40
|
Power
of Attorney (General Electric
Company).
|
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: May
19, 2010
|
|
|
|
|
GE
CAPITAL EQUITY INVESTMENTS, INC.
|
|
|
|
|
|
|
|
By:
|
/s/ Barbara
Lane
|
|
|
|
Name:
|
Barbara
Lane
|
|
|
|
Title:
|
Managing
Director
|
|
|
|
|
|
|
|
|
|
|
GENERAL
ELECTRIC CAPITAL CORPORATION
|
|
|
|
|
|
|
|
By:
|
/s/ Barbara
Lane
|
|
|
|
Name:
|
Barbara
Lane
|
|
|
|
Title:
|
Attorney-in-fact
|
|
|
|
|
|
|
|
|
|
|
GENERAL
ELECTRIC CAPITAL SERVICES, INC.
|
|
|
|
|
|
|
|
By:
|
/s/ Barbara
Lane
|
|
|
|
Name:
|
Barbara
Lane
|
|
|
|
Title:
|
Attorney-in-fact
|
|
|
|
|
|
|
|
|
|
|
GENERAL
ELECTRIC COMPANY
|
|
|
|
|
|
|
|
By:
|
/s/ Barbara
Lane
|
|
|
|
Name:
|
Barbara
Lane
|
|
|
|
Title:
|
Attorney-in-fact
|
|
|
|
|
|
|
|
|
|
|
NATIONAL
BROADCASTING COMPANY
HOLDING,
INC.
|
|
|
|
|
|
|
|
By:
|
/s/ Rick
Cotton
|
|
|
|
Name:
|
Rick
Cotton
|
|
|
|
Title:
|
Vice
President and Assistant Secretary
|
|
|
|
|
|
|
|
|
|
|
NBC
UNIVERSAL, INC.
|
|
|
|
|
|
|
|
By:
|
/s/ Rick
Cotton
|
|
|
|
Name:
|
Rick
Cotton
|
|
|
|
Title:
|
Executive
Vice President and General Counsel
|
|
|
|
|
|
EXHIBIT
INDEX
Exhibit
38
|
Power
of Attorney (General Electric Capital
Corporation).
|
Exhibit
39
|
Power
of Attorney (General Electric Capital Services,
Inc.).
|
Exhibit
40
|
Power
of Attorney (General Electric
Company).
|
11
Evolv Technologies (NASDAQ:EVLV)
Historical Stock Chart
From Jun 2024 to Jul 2024
Evolv Technologies (NASDAQ:EVLV)
Historical Stock Chart
From Jul 2023 to Jul 2024