ValueVision Media Inc fka VVTV

[Broseus]

guys! VVTO bullish kicker!!! could get a nice trade here guys! im in! anyone else?

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Form 4 - http://ih.advfn.com/p.php?pid=nmona&cb=1215618182&article=27047167&symbol=N%5EVVTV

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10Q

http://ih.advfn.com/p.php?pid=nmona&cb=1214236200&article=26842633&symbol=N%5EVVTV

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Valuevision Media Inc - Initial Statement of Beneficial Ownership (3)
Date : 05/15/2008 @ 6:12PM
Source : Edgar (US Regulatory)
Stock : Valuevision Media Inc (VVTV)
Quote : 4.345 -0.115 (-2.58%) @ 2:21PM
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Valuevision Media Inc - Initial Statement of Beneficial Ownership (3)




FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
OMB APPROVAL
OMB Number: 3235-0104
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940





1. Name and Address of Reporting Person *
Murray Michael Anthony
2. Date of Event Requiring Statement (MM/DD/YYYY)
5/12/2008
3. Issuer Name and Ticker or Trading Symbol
VALUEVISION MEDIA INC [VVTV]

(Last) (First) (Middle)
6740 SHADY OAK ROAD
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner
___ X ___ Officer (give title below) _____ Other (specify below)
Vice President, Operations /

(Street)
EDEN PRAIRIE, MN 55344


(City) (State) (Zip) 5. If Amendment, Date Original Filed (MM/DD/YYYY)



6. Individual or Joint/Group Filing (Check Applicable Line)
_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person




Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 2. Amount of Securities Beneficially Owned
(Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 4. Nature of Indirect Beneficial Ownership
(Instr. 5)



Table II - Derivative Securities Beneficially Owned ( e.g.

, puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security
(Instr. 4) 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Option (right to buy) 12/19/2005 6/24/2014 Common Stock 75000 $12.62 D
Common Stock Option (right to buy) 12/1/2004 7/1/2014 Common Stock 8250 $13.02 D
Common Stock Option (right to buy) 6/14/2005 3/2/2015 Common Stock 13330 $12.82 D
Common Stock Option (right to buy) (1) 12/13/2017 Common Stock 100000 $6.48 D





Explanation of Responses:
(

1)
Options vest as to 50,000 shares on each of the second and fourth anniversary of the Date of Grant (12/13/2007).







Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Murray Michael Anthony
6740 SHADY OAK ROAD
EDEN PRAIRIE, MN 55344

Vice President, Operations






Signatures

/s/ Nathan E. Fagre attorney-in-fact 5/15/2008
** Signature of Reporting Person Date

[makesumgravy]

Valuevision Media Inc - Amended Statement of Beneficial Ownership (SC 13D/A)
Date : 05/14/2008 @ 5:02PM
Source : Edgar (US Regulatory)
Stock : Valuevision Media Inc (VVTV)
Quote : 4.34 -0.12 (-2.69%) @ 2:21PM
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Valuevision Media Inc - Amended Statement of Beneficial Ownership (SC 13D/A)






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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 4 )*

ValueVision Media, Inc.


(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
92047K107
(CUSIP Number)
Brian Jozwiak
Fine Capital Partners, L.P.


590 Madison Avenue, 5th Floor
New York, New York 10022
Tel. No.: [phone]


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

Eliot D. Raffkind
Akin Gump Strauss Hauer & Feld LLP
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4618
[phone]

May 13, 2008
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.


* 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.

92047K107




1 NAMES OF REPORTING PERSONS

Fine Capital Partners, L.P.




2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)


(a) o
(b) o

3 SEC USE ONLY



4 SOURCE OF FUNDS (SEE INSTRUCTIONS)

AF

5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

o

6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

7 SOLE VOTING POWER

NUMBER OF 3,534,610

SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0

EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 3,534,610

WITH 10 SHARED DISPOSITIVE POWER

0

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,534,610

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

o

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.5%

14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

PN

Page 2 of 9



--------------------------------------------------------------------------------





CUSIP No.

92047K107




1 NAMES OF REPORTING PERSONS

Fine Capital Advisors, LLC


2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)


(a) o
(b) o

3 SEC USE ONLY



4 SOURCE OF FUNDS (SEE INSTRUCTIONS)

AF

5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

o

6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

7 SOLE VOTING POWER

NUMBER OF 3,534,610

SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0

EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 3,534,610

WITH 10 SHARED DISPOSITIVE POWER

0

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,534,610

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

o

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.5%

14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

OO

Page 3 of 9



--------------------------------------------------------------------------------





CUSIP No.

92047K107




1 NAMES OF REPORTING PERSONS

Debra Fine


2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)


(a) o
(b) o

3 SEC USE ONLY



4 SOURCE OF FUNDS (SEE INSTRUCTIONS)

AF

5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

o

6 CITIZENSHIP OR PLACE OF ORGANIZATION

USA

7 SOLE VOTING POWER

NUMBER OF 3,534,610

SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0

EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 3,534,610

WITH 10 SHARED DISPOSITIVE POWER

0

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,534,610

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

o

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.5%

14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN

Page 4 of 9



--------------------------------------------------------------------------------




SCHEDULE 13D/A
Item 1.

Security and Issuer

This Amendment No. 4 to Schedule 13D (the “Schedule 13D/A”) relates to shares of common stock, $0.01 par value (“Common Stock”), of ValueVision Media, Inc., a Minnesota corporation (the “Issuer”), directly owned by private investment funds managed by Fine Capital Partners, L.P., a Delaware limited partnership (“FCP”). The Issuer’s principal executive offices are located at 6740 Shady Oak Road, Eden Prairie, Minnesota 55344-3433.


Item 2.

Identity and Background

(a) This statement is filed by (i) FCP, as the investment manager to certain private investment funds, with respect to shares owned by such private investment funds, (ii) Fine Capital Advisors, LLC, a Delaware limited liability company (“FCA”), as the general partner of FCP, and (iii) Ms. Debra Fine, a principal of FCP and FCA, with respect to the shares owned by such private investment funds (the persons mentioned in (i), (ii) and (iii) are referred to as the “Reporting Persons”). Ms. Fine is the sole Manager of FCA and the President of FCP. Brian Jozwiak is the Chief Financial Officer and Chief Operating Officer of the Reporting Persons.


(b) The business address of each of the Reporting Persons and each of the other executive officers of FCP is 590 Madison Avenue, 5 th Floor, New York, New York 10022.


(c) FCP provides investment management services to private individuals and institutions. FCA serves as the general partner of FCP. The principal occupation of Ms. Fine is investment management. The principal occupation of Mr. Jozwiak is Chief Operating Officer and Chief Financial Officer of FCP and its affiliates.


(d) None of the Reporting Persons, or other persons with respect to whom information is given in response to this Item 2, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).


(e) None of the Reporting Persons, or other persons with respect to whom information is given in response to this Item 2, has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.


(f) FCA is a Delaware limited liability company. FCP is a Delaware limited partnership. Ms.

Fine and Mr. Jozwiak are United States citizens.




Page 5 of 9



--------------------------------------------------------------------------------




Item 3.

Source and Amount of Funds or Other Consideration

The net investment costs (including commissions, if any) of the shares of Common Stock directly owned by the private investment funds is approximately $33,160,145.80. Ms. Fine, FCP and FCA do not directly own any shares of Common Stock.


Item 4.

Purpose of the Transaction

The purpose of the acquisition of the shares of Common Stock by the Reporting Persons is for investment, and the purchase of the shares of the Common Stock by the Reporting Persons were made in the ordinary course of business and were not made for acquiring control of the Issuer.

Depending on price, availability, market conditions and other factors that may affect their judgment, the Reporting Persons may acquire additional shares or dispose of any or all of their shares. The Reporting Persons do not currently intend to acquire the Issuer or to control the management and policies of the Issuer.


Item 5.

Interest in Securities of the Issuer

(a) As of May 14, 2008, Ms. Fine beneficially owns 3,534,610 shares of Common Stock, which represents 10.5% of the Issuer’s outstanding shares of Common Stock. FCP, FCA and Ms. Fine direct the voting and disposition of 3,534,610 shares of Common Stock representing 10.5% of the Issuer’s outstanding shares of Common Stock. The percentage of beneficial ownership of the Reporting Persons, as reported in this Schedule 13D/A, was calculated by dividing (i) the number of shares of Common Stock beneficially owned by each Reporting Person as of May 14, 2008 as set forth in this Schedule 13D/A, by (ii) the 33,550,834 shares of Common Stock outstanding as of April 14, 2008, based upon the Issuer’s Report on Form 10-K filed with the Securities and Exchange Commission on April 29, 2008.


(b) Ms. Fine and FCP have the power to vote and dispose of all of the shares of Common Stock held by the private investment funds.


(c) The transactions in the Issuer’s securities by the Reporting Persons in the last sixty days are listed as Exhibit 1 attached hereto and made a part hereof.


(d) Not Applicable.


(e) Not Applicable.


Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Not Applicable.




Page 6 of 9



--------------------------------------------------------------------------------




Item 7.

Material to be Filed as Exhibits


Exhibit 1 Transactions in the Issuer’s securities by the Reporting Persons in the last sixty days.




Exhibit 2 Joint Filing Agreement dated May 14, 2008, among the Reporting Persons.





Page 7 of 9



--------------------------------------------------------------------------------




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


Dated: May 14, 2008

FINE CAPITAL PARTNERS, L.P.



By: Fine Capital Advisors, LLC,
its general partner


By: /s/ Debra Fine
Name: Debra Fine
Title: Manager

FINE CAPITAL ADVISORS, LLC

By: /s/ Debra Fine
Name: Debra Fine
Title: Manager


/s/ Debra Fine
Debra Fine





Page 8 of 9



--------------------------------------------------------------------------------




Exhibit Index

Exhibit 1 Transactions in the Issuer’s securities by the Reporting Persons in the last sixty days.




Exhibit 2 Joint Filing Agreement dated May 14, 2008, among the Reporting Persons.





Page 9 of 9

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Valuevision Media Inc - Statement of Changes in Beneficial Ownership (4)




FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.

See Instruction 1(b).



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL
OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940






1. Name and Address of Reporting Person *

Fine Capital Partners, L.P.

2. Issuer Name and Ticker or Trading Symbol

VALUEVISION MEDIA INC [ VVTV ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director __ X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)

(Last) (First) (Middle)

590 MADISON AVENUE, 5TH FLOOR 3. Date of Earliest Transaction (MM/DD/YYYY)

5/13/2008
(Street)

NEW YORK, NY 10022
(City) (State) (Zip) 4. If Amendment, Date Original Filed (MM/DD/YYYY)

6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person



Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $.01 per share 5/13/2008 S 150000 D $4.2824 3534610 (1) I See Footnote (2)



Table II - Derivative Securities Beneficially Owned ( e.g.

, puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security
(Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 8. Price of Derivative Security
(Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares





Explanation of Responses:
(

1)
The filing of this Form 4 shall not be construed as an admission that (i) Fine Capital Partners, L.P. ("Capital Partners"), (ii) Fine Capital Advisors, LLC ("Capital Advisors") or (iii) Debra Fine is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any of the common stock of ValueVision Media, Inc. (the "Common Stock") held by (a) Dekel Partners, L.P. ("Dekel"), (b) Mayaan Partners, L.P. ("Mayaan"), (c) Noga Partners, L.P. ("Noga"), (d) Fine Partners I, L.P. ("Fine Partners") and (e) Fine Offshore Partners, L.P. ("Fine Offshore", together with Dekel, Mayaan, Noga and Fine Partners, the "Funds"). Pursuant to Rule 16a-1, each of Capital Partners, Capital Advisors and Debra Fine disclaim such beneficial ownership beyond their pecuniary interest in the Funds.


(

2)
Capital Partners, and its general partner, Capital Advisors, indirectly hold shares of Common Stock on behalf of the Funds. Debra Fine reports the shares of Common Stock held indirectly by Capital Advisors because, as the manager of Capital Advisors at the time of sale, she controlled the disposition and voting of the shares of Common Stock.







Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fine Capital Partners, L.P.


590 MADISON AVENUE
5TH FLOOR
NEW YORK, NY 10022

X


Fine Capital Advisors, LLC
590 MADISON AVENUE
5TH FLOOR
NEW YORK, NY 10022
X


Fine Debra
590 MADISON AVENUE
5TH FLOOR
NEW YORK, NY 10022
X







Signatures

/s/ Debra Fine, manager of Fine Capital Partners, L.P.

5/14/2008
** Signature of Reporting Person Date

/s/ Debra Fine, manager of Fine Capital Advisors, LLC 5/14/2008
** Signature of Reporting Person Date

/s/ Debra Fine 5/14/2008
** Signature of Reporting Person Date

[makesumgravy]

Valuevision Media Inc - Initial Statement of Beneficial Ownership (3)
Date : 05/13/2008 @ 5:01PM
Source : Edgar (US Regulatory)
Stock : Valuevision Media Inc (VVTV)
Quote : 4.31 -0.15 (-3.36%) @ 2:17PM
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Valuevision Media Inc - Initial Statement of Beneficial Ownership (3)




FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2008
Estimated average burden
hours per response...

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940





1. Name and Address of Reporting Person *
Fine Capital Partners, L.P.

2. Date of Event Requiring Statement (MM/DD/YYYY)
12/13/2007
3. Issuer Name and Ticker or Trading Symbol
VALUEVISION MEDIA INC [VVTV]

(Last) (First) (Middle)
590 MADISON AVENUE, 5TH FLOOR
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___ X ___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)


(Street)
NEW YORK, NY 10022


(City) (State) (Zip) 5. If Amendment, Date Original Filed (MM/DD/YYYY)



6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person




Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 2. Amount of Securities Beneficially Owned
(Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 3684610 I (1) See Footnote (2)



Table II - Derivative Securities Beneficially Owned ( e.g.

, puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security
(Instr. 4) 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares





Explanation of Responses:
(

1)
The filing of this Form 3 shall not be construed as an admission that (i) Fine Capital Partners, L.P. ("Capital Partners"), (ii) Fine Capital Advisors, LLC ("Capital Advisors") or (iii) Debra Fine is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any of the common stock of ValueVision Media, Inc. (the "Common Stock") held by (a) Dekel Partners, L.P. ("Dekel"), (b) Mayaan Partners, L.P. ("Mayaan"), (c) Noga Partners, L.P. ("Noga"), (d) Fine Partners I, L.P. ("Fine Partners") and (e) Fine Offshore Partners, L.P. ("Fine Offshore", together with Dekel, Mayaan, Noga and Fine Partners, the "Funds"). Pursuant to Rule 16a-1, each of Capital Partners, Capital Advisors and Debra Fine disclaim such beneficial ownership beyond their pecuniary interest in the Funds.


(

2)
Capital Partners, and its general partner, Capital Advisors, indirectly hold shares of Common Stock on behalf of the Funds. Debra Fine reports the shares of Common Stock held indirectly by Capital Advisors because, as the manager of Capital Advisors at the time of purchase, she controlled the disposition and voting of the shares of Common Stock.



Remarks:
While no securities of the Issuer were acquired by the Reporting Persons on December 13, 2007, the Reporting Persons became 10% owners
of the Issuer's Common Stock as a result of a repurchase of Common Stock by the Issuer.







Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fine Capital Partners, L.P.


590 MADISON AVENUE
5TH FLOOR
NEW YORK, NY 10022

X


Fine Capital Advisors, LLC
590 MADISON AVENUE
5TH FLOOR
NEW YORK, NY 10022
X


Fine Debra
590 MADISON AVENUE
5TH FLOOR
NEW YORK, NY 10022
X







Signatures

/s/ Debra Fine, manager of Fine Capital Partners, L.P.

5/13/2008
** Signature of Reporting Person Date

/s/ Debra Fine, manager of Fine Capital Advisors, LLC 5/13/2008
** Signature of Reporting Person Date

/s/ Debra Fine 5/13/2008
** Signature of Reporting Person Date

[makesumgravy]

ShopNBC Announces Preliminary First Quarter Fiscal 2008 Results





MINNEAPOLIS, MN , a 24-hour TV shopping network, today announced preliminary results for its first fiscal quarter ended May 3, 2008.




Based on preliminary estimates, first quarter revenues are expected to be approximately $156 million, a 17% decrease compared with revenues of $188 million in the first quarter of 2007. EBITDA, as adjusted, is expected to be a loss of approximately ($12) million compared with a loss of ($1) million in the year-ago period. Estimated net loss for Q1 is expected to be approximately ($18) million vs. net income for the same quarter last year of $34 million, driven by a $40 million gain on the sale of the Company's equity interest in Polo.com. Included in the 2008 first quarter results is a non-cash inventory impairment charge of $3.8 million.




"Our results in the first quarter were disappointing and considerably below expectations," said John Buck, ShopNBC's Executive Chairman of the Board.

"Like many other retailers, we continued to face a difficult consumer economy and a slowdown in discretionary spending. We also began shifting away from consumer electronics, a category which drives top-line sales, but typically results in one-time customers who contribute less to long-term success. This mix change accounted for 4% of the decline in our sales. In addition, to reduce inventory levels of high-ticket jewelry items, we took aggressive clearance markdowns at the end of the first quarter, which reduced margins."




The Company noted that in the first quarter:




-- It further bolstered its senior management team by adding three
industry veterans with over 50 years of combined experience in TV shopping
who oversee key areas of the business: Glenn Leidahl as COO; Terry Curtis
as SVP of Customer Analytics and Sales Planning; and John Gunder as SVP of
Media and On-Air Sales.-- It reduced operating expenses by 9% versus last year's first quarter,
driving savings through lower headcount and reduced marketing spend.-- It maintained a strong balance sheet, with approximately $85 million
in cash and securities.-- ShopNBC.com continued to increase its relative size of total Company
sales, representing 33% of revenue compared with 28% in the first quarter
last year.



In March, Rene Aiu joined the Company as President and CEO. She brings over 22 years of experience in TV shopping and e-commerce, both in the U.S. and internationally.




Ms. Aiu commented: "ShopNBC has tremendous underlying assets, including national cable distribution in over 70 million homes, a loyal customer base, an asset-rich balance sheet, and a strategic relationship with NBC Universal. Our goal is to reposition this business to deliver long-term shareholder value by returning to a focus on the basics that make home shopping companies thrive.




"We will:




-- Make changes to achieve a more balanced merchandise mix accompanied by
appropriate price point adjustments, which will in turn help us improve
margins.-- Expand our core customer base, and encourage frequent, repeat
business.-- Return the business to being item-focused and driven by higher-unit
volume sales of fewer SKUs. We also are working with our product vendors to
improve our gross margins while providing unique products.-- Manage costs aggressively so the Company can reach profitability at a
lower revenue base.-- Continue our focus on expanding our promising e-commerce business and
identifying other innovative sales channels.-- Strengthen our strategic relationship with GE/NBC Universal to
leverage the marketing power and operational scale of our largest
shareholder.



"Lastly, by working with our partners at NBC Universal, I believe that we will be successful in renegotiating our cable distribution agreements, solidifying our presence in homes nationwide."



ShopNBC's preliminary first fiscal quarter results of 2008 are subject to review by the Company as well as its independent auditors. The Company's final results for the fiscal first quarter will be released later this month.




Conference Call Information



The Company has scheduled a conference call at 11 a.m. EDT / 10 a.m. CDT on May 13, 2008, to discuss the preliminary results for the fiscal first quarter. To participate, please dial 1-800-857-9866 (pass code SHOPNBC) five to ten minutes prior to the start time. A replay of the call will be available for 30 days. To access the replay, please dial 1-800-925-2388 (pass code SHOPNBC.) You may also participate via live audio stream by logging on to https://e-meetings.verizonbusiness.com. To access the audio stream, please use conference number 4635615 (pass code SHOPNBC.) A rebroadcast of the audio stream will be available using the same access information for 30 days after the initial broadcast.




EBITDA and EBITDA, as adjusted



The Company defines EBITDA as net income (loss) from continuing operations for the respective periods excluding depreciation and amortization expense, interest income (expense) and income taxes. The Company defines EBITDA, as adjusted, as EBITDA excluding non-recurring non-operating gains (losses) and equity in income of Ralph Lauren Media, LLC; non-recurring restructuring and CEO transition costs; and non-cash share-based payment expense. Management has included the term EBITDA, as adjusted, in order to adequately assess the operating performance of the Company's "core" television and Internet businesses and in order to maintain comparability to its analyst's coverage and financial guidance. Management believes that EBITDA, as adjusted, allows investors to make a more meaningful comparison between our core business operating results over different periods of time with those of other similar small cap, higher growth companies. In addition, management uses EBITDA, as adjusted, as a metric measure to evaluate operating performance under its management and executive incentive compensation programs. EBITDA, as adjusted, should not be construed as an alternative to operating income (loss) or to cash flows from operating activities as determined in accordance with GAAP and should not be construed as a measure of liquidity. EBITDA, as adjusted, may not be comparable to similarly entitled measures reported by other companies.




About ShopNBC



ShopNBC reaches 70 million homes in the United States via cable affiliates and satellite: Dish Network channel 228 and Direct TV channel 316.

ShopNBC.com is recognized as a top e-commerce site. ShopNBC is owned and operated by ValueVision Media (NASDAQ: VVTV). For more information, please visit www.ShopNBC.com.

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April 28, 2008 - 4:01 PM EDT

ShopNBC Selects New Board Members: NBCU's Bonnie Hammer and GE Commercial Finance's Patrick O. Kocsi
ShopNBC (NASDAQ: VVTV), a 24-hour TV shopping network, today announced the nomination of NBC Universal executive Bonnie Hammer, President, Cable Entertainment and Cable Studios, and GE Commercial Finance executive Patrick O. Kocsi, a Managing Director, to its Board of Directors. The representatives of GE and NBCU are expected to be formally appointed as Directors upon the election results at the annual shareholder meeting in June.

The Board also indicated that Directors Ronald Herman and James Barnett will not stand for re-election as Directors at the June 11, 2008 annual meeting of the shareholders. Nominee Mr. Kocsi will replace Mr. Herman, who is also with GE Commercial Finance; nominee Ms. Hammer will fill a vacant Director position. ShopNBC has engaged executive search firm Spencer Stuart to assist the Board in conducting a search for a new Director to replace Mr. Barnett.

"As a symbol of renewed commitment from our strategic partners in GE and NBCU, we are delighted to have Bonnie and Patrick joining the Board," said Chairman John Buck. "Bonnie has impeccable credentials and a proven track record of driving success in cable TV. We look forward to her insights and working more closely with her to help drive success at our network. Patrick possesses a strong background in evaluating media, communications, and entertainment investment opportunities. His expertise in exploring external growth areas for ShopNBC will be a tremendous asset. Together, their combined experience will add great value to our company, and they are each committed to our shareholder mission of delivering long-term growth and sustained profitability."

Added Buck, "On behalf of the Board, I'd like to thank Ron and Jim for their commitment and contributions to ShopNBC during their time as Directors since 2004."

Ms. Bonnie Hammer was named President, Cable Entertainment and Cable Studios for NBC Universal in March 2008. In this role, Ms. Hammer added executive responsibility for NBCU Cable Studios and NBC Universal's Emerging Networks to her existing duties as President, USA Network and SCI FI Channel. Her responsibilities include oversight of original scripted content for NBCU's cable group and external cable channels, as well as leadership of the Emerging Networks group, which includes Chiller, Sleuth and Universal HD. Under Hammer's leadership, USA Network has achieved the #1 position in all of basic cable with a stable of top-rated, Emmy and Golden Globe-award winning original series and movies, sports and entertainment events, off-net television programs and blockbuster theatrical films. During her tenure as president, SCI FI has become a global brand, extending its reach to several markets worldwide and becoming a Top 10 network in the U.S. in ratings and an industry leader in original programming.

Joining the company in 1989, Ms. Hammer's previous titles include executive vice president, general manager of SCI FI Channel and senior vice president of SCI FI Programming & USA Original Productions. Prior to joining Universal Television, Ms. Hammer was an original programming executive at Lifetime Television Network, where she executive produced several award-winning documentaries for the network's acclaimed Signature Series. Ms. Hammer holds a bachelor's degree in Communications and a master's degree in Media and New Technology from Boston University.

Ms. Hammer remarked: "With extensive distribution and strong on-air content, ShopNBC is perfectly positioned to grow its position in the world of TV retail entertainment. I look forward to working with John, the Board, and the rest of ShopNBC's leadership team to maximize the brand's potential and take it to new heights."

Mr. Patrick O. Kocsi is a Managing Director at GE Commercial Finance. Kocsi is responsible for finding private equity investment opportunities for GE Commercial Finance, evaluating, managing, and ultimately exiting these deals profitably. He joined GE in 1991 in the Financial Management Program in GE Plastics, working in Amsterdam, Bergen op Zoom, Paris, and in the U.S. In 1996, Kocsi joined GE Capital in business development, working on acquisitions in the US, Brazil, and Germany. In 1997, he moved to what is now known as GE Commercial Finance and began investing in industrial, media, transportation, as well as technology companies. Currently Kocsi oversees investments in media, communication & entertainment companies as well as security and sensing related technologies. He holds a bachelors degree in Finance from Boston University and a masters degree in International Relations from Tufts University. He is a board member or observer at SecureWorks, Summit Entertainment, Sierra Atlantic, Visionael, and Visionair, which are private companies in the GE Commercial Finance - Equity portfolio.

Mr. Kocsi stated, "ShopNBC has a unique set of assets and capabilities as an integrated, multi-platform TV shopping company. The senior leadership team is very capable and comprised of home shopping veterans. It's an exciting time in their history, and I look forward to being part of their bright future."

The ShopNBC Board of Directors is comprised of six Directors elected by the common stockholders and three directors elected by GE Commercial Finance and NBC Universal under the terms of the shareholders agreement among the Company, GE Commercial Finance, and NBC Universal.

About ShopNBC

ShopNBC reaches 70 million homes in the United States via cable affiliates and satellite: DISH Network channel 228 and DIRECTV channel 316. ShopNBC.com is recognized as a top e-commerce site. ShopNBC is owned and operated by ValueVision Media, Inc. (NASDAQ: VVTV). For more information, please visit www.ShopNBC.com.

Contacts:
Frank Elsenbast
Chief Financial Officer
952-943-6516

Anthony Giombetti
Investor Relations
763-496-1915





Source: Marketwire (April 28, 2008 - 4:01 PM EDT)

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AP
ValueVision Swings to Fiscal 4Q Loss
Tuesday March 25, 6:21 pm ET
ValueVision Lost Money in Fiscal 4th Quarter on Job Cut Costs; Revenue Up Less Than 1 Percent


NEW YORK (AP) -- ShopNBC, a 24-hour shopping channel run by ValueVision Media Inc., said Tuesday it swung to a loss in the fiscal fourth quarter on restructuring charges.
The Eden Prairie, Minn.-based company said in January that it will cut its work force by 10 percent, to 560 employees.


ShopNBC lost $791,000, or 2 cents per share, for the quarter, compared with a profit of $3.5 million, or 8 cents per share, a year ago. Revenue grew less than 1 percent, to $218 million from $216.7 million.

ShopNBC said its adjusted profit came to $5.4 million in the quarter ended Feb. 2, down from $8.1 million a year ago. Internet revenue grew 21 percent, and made up 31 percent of total sales.

Due to a stock buyback, the company's share count shrank to about 35.3 million at the close of the quarter, from 42.9 million a year ago. The company has authorized another repurchase of $10 million in stock.

In fiscal 2007, ShopNBC swung to a profit of $22.5 million after losing $2.4 million in the previous year. Revenue grew 2 percent, to $781.5 million.

The stock rose 15 cents, or 2.5 percent, to $6.16 in aftermarket electronic trading. Shares finished the regular session at $6.01.

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Press Release Source: ShopNBC


ShopNBC Bolsters Management Team, Appoints Industry Veterans With Over 50 Years of Combined TV Shopping Experience
Thursday April 3, 4:30 pm ET


New Senior Level Appointments Include: Chief Operating Officer, SVP of Customer Analytics & Sales Planning, and SVP of Media & On-Air Sales


MINNEAPOLIS, MN--(MARKET WIRE)--Apr 3, 2008 -- ShopNBC (NasdaqGM:VVTV - News), a 24-hour TV shopping network, announced today that it has appointed three industry veterans with over 50 years of combined experience in TV shopping to its senior management team, effective immediately. Glenn Leidahl joins ShopNBC as Chief Operating Officer; Terry Curtis joins the network as Senior Vice President of Customer Analytics and Sales Planning; and John Gunder as Senior Vice President of Media and On-Air Sales.
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"The addition of these three seasoned professionals in the TV shopping arena to ShopNBC's senior management team is an exciting time in our history," said Rene Aiu, President and CEO of ShopNBC. "Glenn, Terry, and John are people I have worked with in the past, and they all have a proven track record of success in our industry. The combined experience and depth of expertise of these new senior leaders will play key roles as we renew innovation and disciplined focus at the company during a time of promising change. I'm confident they will be real assets to the network and highly complementary to our existing management team."

Glenn Leidahl as Chief Operating Officer

Mr. Leidahl brings to ShopNBC extensive call center, customer service, operations, cable distribution, and information systems experience in home shopping in the U.S. and abroad in Asia, Europe, and Latin America. His proven management and operating expertise will enable him, as COO, to apply a customer-centric approach to ShopNBC's fast-paced business environment as well as to enhance the systems and workflow processes throughout the Company.

Glenn joins ShopNBC having served for the past 14 years as Managing Director of GKL Management Consulting, LLP, where he and his associates provided consulting and bridge management services in the launch and operation of TV and Web shopping ventures for QVC, Sportsfair America, HSN, and Liberty Media. Glenn began his career in TV shopping in 1986 as VP of Affiliate Relations at Minneapolis-based CVN, where he directed sales and marketing efforts to cable and satellite affiliates that carried its programming. Previously, Glenn was with General Mills, where his contributions included development and implementation of key corporate systems initiatives in operations and sales.

Terry Curtis as Senior Vice President of Customer Analytics and Sales Planning

Mr. Curtis brings to the Company over 18 years of experience in strategic planning, finance and operations with start-up and mid-size companies. Terry also has an extensive international background in TV shopping. In his new role at ShopNBC, he will oversee and manage the integration of customer analytics, sales planning, and merchandise programming initiatives.

Terry joins the network having served most recently as Chief Financial Officer at Liberty Global's Jupiter Shop Channel (Japan). Previously, he was Senior Vice President of Finance International for HSN. Terry also was CFO/COO of Home Shopping Europe, a German tele-shopping, e-commerce subsidiary of IAC. He has held senior manager roles at The Timberland Company and Honeywell Bull. Terry holds a BSBA from Suffolk University and an MBA from Boston University.

John Gunder as Senior Vice President of Media and On-Air Sales

Mr. Gunder brings to the Company over 20 years of experience in the direct response and advertising business with a strong portfolio of success in 24/7 cable networks. John is also an accomplished producer in the domestic and international cable television industry. In his new role at ShopNBC, he will oversee all aspects of television operations, producing live programming and quality control of network components, such as sets, product display, on-air branding, and on-air graphics.

John joins the Company having held senior level positions at TCI International's Jupiter Shop Channel (Japan), including General Manager of Production and Executive Producer. Previously, he was Vice President of Production Design and Styling for HSN. John started his home shopping career with the JCPenney Television Shopping Channel in Hollywood as Creative Director and Special Project Director. John most recently operated his own consulting business, offering client services to LiveShop (Netherlands), IAC, Liberty Global, and Jupiter Shop Channel.

Separately, Jenele Grassle, VP of Merchandising, will be leaving the Company to pursue other opportunities. Executive search firm Spencer Stuart has been engaged to assist the Company in selecting the next senior executive for merchandising. In the interim, the merchandising area will report directly to Ms. Aiu.

About ShopNBC

ShopNBC reaches 70 million homes in the United States via cable affiliates and satellite: DISH Network channel 228 and DIRECTV channel 316. ShopNBC.com is recognized as a top e-commerce site. ShopNBC is owned and operated by ValueVision Media (NasdaqGM:VVTV - News). For more information, please visit www.ShopNBC.com.



Contact:
CONTACTS:
Frank Elsenbast
Chief Financial Officer
952-943-6262

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AP
ShopNBC Names Leidahl As COO
Thursday April 3, 4:44 pm ET
ShopNBC Names Glenn Leidahl As Chief Operating Officer, Terry Curtis As Senior Vice President


MINNEAPOLIS (AP) -- ShopNBC appointed Glenn Leidahl chief operating officer on Thursday as part of a series of moves to bolster the company's management team.
Leidahl has worked for the last 14 years as managing director of GKL Management Consulting LLP, where he provided consulting and bridge management services in the launch and operation of television and Web shopping ventures for QVC, Sportsfair America, HSN and Liberty Media.

The company also appointed Terry Curtis senior vice president of customer analytics and sales planning, and John Gunder senior vice president of media and on-air sales.

Shares of ShopNBC parent ValueVision Media slipped 19 cents, or 3.4 percent, to close at $5.39.