ValueVision Media Inc fka VVTV

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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
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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