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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
GE CAPITAL EQUITY INVESTMENTS INC

(Last) (First) (Middle)
120 LONG RIDGE ROAD

(Street)
STAMFORD CT 06927

(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
07/08/2005
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 07/08/2005(1) S 2,604,932 D $11 6,069,486 D(2)
Common Stock 101,509 D(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
1. Name and Address of Reporting Person*
GE CAPITAL EQUITY INVESTMENTS INC

(Last) (First) (Middle)
120 LONG RIDGE ROAD

(Street)
STAMFORD CT 06927

(City) (State) (Zip)
1. Name and Address of Reporting Person*
National Broadcasting CO Holding, Inc.

(Last) (First) (Middle)
30 ROCKEFELLER PLAZA

(Street)
NEW YORK NY 10012

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NBC Universal, Inc.

(Last) (First) (Middle)
30 ROCKEFELLER PLAZA

(Street)
NEW YORK NY 10012

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GENERAL ELECTRIC CAPITAL CORP

(Last) (First) (Middle)
260 LONG RIDGE ROAD

(Street)
STAMFORD CT 06927

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GENERAL ELECTRIC CAPITAL SERVICES INC/CT

(Last) (First) (Middle)
260 LONG RIDGE ROAD

(Street)
STAMFORD CT 06927

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GENERAL ELECTRIC CO

(Last) (First) (Middle)
3135 EASTON TURNPIKE

(Street)
FAIRFIELD CT 06431

(City) (State) (Zip)
Explanation of Responses:
1. Sale agreement entered into on July 8, 2005, but closing will not occur until a future date.
2. Directly owned by GE Capital Equity Investments, Inc. ("GECEI"). Indirectly owned by General Electric Capital Corporation ("GE Capital") because, among other things, GECEI is a wholly-owned subsidiary of GE Capital. Also indirectly owned by NBC Universal, Inc. ("NBC") because of an agreement between GECEI and NBC regarding allocation of investment proceeds. GECEI, GE Capital and NBC disclaim beneficial ownership of such securities except to the extent of their respective pecuniary interest. See Exhibit 99.1, incorporated by reference herein.
3. Directly owned by NBC.
Remarks:
See Exhibits 24.1 and 24.2 for Powers of Attorney with respect to General Electric Capital Services, Inc. and General Electric Company, respectively.
/s/ Ronald J. Herman, Jr., President/GECEI 07/12/2005
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                                                  Exhibit 24.1

                                POWER OF ATTORNEY


           The undersigned, General Electric Capital Services, Inc., a Delaware
corporation (hereinafter referred to as the "Corporation") does hereby make,
constitute and appoint the persons listed below as the Corporation's true and
lawful agent and attorney-in-fact (hereinafter referred to as the "Attorney") to
act either together or alone in the name and on behalf of the Corporation for
and with respect to the matters hereinafter described.

Name of Attorney:

                Michael A. Gaudino                      Jack Campo
                James C. Ungari                         Barbara J. Gould
                Preston H. Abbott                       Ivan Fong
                Barbara A. Lane                         Alex Urquhart
                Leon E. Roday                           Amy Fisher
                Alan Lewis                              Mark Kaplow
                Ward Bobitz                             Eileen Brumback
                Patricia Merrill                        Barbara Daniele
                Michael Pastore                         Carlos Carrasquillo
                Ronald Herman                           Anthony DiGiacomo
                Frank Ertl                              Kevin Korsh
                William Carstanjen

           Each Attorney shall have the power and authority to do the following:

           To execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4
           and 5 or any amendments thereto required to be filed with the
           Securities and Exchange Commission under the Securities Exchange Act
           of 1934 on behalf of the Corporation with regard to any securities
           owned by the Corporation, General Electric Capital Corporation or any
           of their subsidiaries.

           And, in connection with the foregoing, to execute and deliver all
documents, acknowledgments, consents and other agreements and to take such
further action as may be necessary or convenient for the Corporation in order to
more effectively carry out the intent and purpose of the foregoing.

           Agreements, commitments, documents, instruments and other writings
executed by the Attorney in accordance with the terms hereof shall be binding
upon the Corporation without attestation and without affixation of the seal of
the Corporation. The Power of Attorney conferred hereby shall not be delegable
by any Attorney. The Attorney shall serve without compensation for acting in the
capacity of agent and attorney-in-fact hereunder.

           Unless revoked by the Corporation, this Power of Attorney shall be
governed under the laws of the State of New York and the authority of the
Attorney hereunder shall terminate on December 31, 2005.


           This Power of Attorney supersedes in its entirety the Power of
Attorney granted by the Corporation on November 14, 2004 that was scheduled to
expire on February 6, 2005.

           IN WITNESS WHEREOF, the Corporation has caused the Power of Attorney
to be executed, attested and its corporate seal to be affixed pursuant to
authority granted by the Corporation's board of directors, as of the 7th day of
February 2005.



                                        General Electric Capital Services, Inc.
(Corporate Seal)
                                        By: /s/ Brian T. McAnaney
                                            -----------------------------------
                                            Brian T. McAnaney, Vice President,
                                            General Counsel and Secretary

Attest:


- ------------------------------
Assistant Secretary


























                                       2
                                                                  Exhibit 24.2

                                POWER OF ATTORNEY


           The undersigned, General Electric Company, a New York corporation
(hereinafter referred to as the "Corporation") does hereby make, constitute and
appoint the persons listed below as the Corporation's true and lawful agent and
attorney-in-fact (hereinafter referred to as the "Attorney") to act either
together or alone in the name and on behalf of the Corporation for and with
respect to the matters hereinafter described.

Name of Attorney:

             Michael A. Gaudino                      Jack Campo
             James C. Ungari                         Barbara J. Gould
             Preston H. Abbott                       Ivan Fong
             Barbara A. Lane                         Alex Urquhart
             Leon E. Roday                           Amy Fisher
             Alan Lewis                              Mark Kaplow
             Ward Bobitz                             Eileen Brumback
             Patricia Merrill                        Barbara Danielle
             Michael Pastore                         Carlos Carrasquillo
             Ronald Herman                           Anthony DiGiacomo
             Frank Ertl                              Kevin Korsh
             William Carstanjen


           Each Attorney shall have the power and authority to do the following:

           To execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4
           and 5 or any amendments thereto required to be filed with the
           Securities and Exchange Commission under the Securities Exchange Act
           of 1934 on behalf of the Corporation with regard to any securities
           owned by the Corporation, General Electric Capital Corporation or any
           of their subsidiaries.

           And, in connection with the foregoing, to execute and deliver all
documents, acknowledgments, consents and other agreements and to take such
further action as may be necessary or convenient for the Corporation in order to
more effectively carry out the intent and purpose of the foregoing.

           Agreements, commitments, documents, instruments and other writings
executed by the Attorney in accordance with the terms hereof shall be binding
upon the Corporation without attestation and without affixation of the seal of
the Corporation. The Power of Attorney conferred hereby shall not be delegable
by any Attorney. The Attorney shall serve without compensation for acting in the
capacity of agent and attorney-in-fact hereunder.

           Unless revoked by the Corporation, this Power of Attorney shall be
governed under the laws of the State of New York and the authority of the
Attorney hereunder shall terminate on December 31, 2005.


           This Power of Attorney supersedes in its entirety the Power of
Attorney granted by the Corporation on November 14, 2004 that was scheduled to
expire on February 6, 2005.

           IN WITNESS WHEREOF, the Corporation has caused the Power of Attorney
to be executed, attested and its corporate seal to be affixed pursuant to
authority granted by the Corporation's board of directors, as of the 7th day of
February 2005.


                                         General Electric Company
(Corporate Seal)
                                         By: /s/ Philip D. Ameen
                                             -------------------------------
                                             Philip D. Ameen
                                             Vice President


Attest:


- --------------------------------
Assistant Secretary




























                                       2
                                                                  Exhibit 99.1


                             Joint Filer Information
                             -----------------------


Name of Joint Filer:                        National Broadcasting Company
                                              Holding, Inc.

Address of Joint Filer:                     30 Rockefeller Plaza
                                            New York, NY  10012

Relationship of Joint Filer to Issuer:      Other (1)

Issuer Name and Ticker or Trading Symbol:   ValueVision Media, Inc. (VVTV)

Date of Earliest Transaction Required
to be Reported (Month/Day/Year):            7/8/2005

Designated Filer:                           GE Capital Equity Investments, Inc.


SIGNATURE:

NATIONAL BROADCASTING COMPANY HOLDING, INC.

By: /s/ Elizabeth A. Newell
    ------------------------------------------
    Name: Elizabeth A. Newell
    Title: Assistant Secretary


July 12, 2005
- -------------
Date


(1) GE Capital Equity Investments, Inc. is a subsidiary of General Electric
Capital Corporation, which is a subsidiary of General Electric Capital Services,
Inc., which is a subsidiary of General Electric Company. NBC Universal, Inc. is
a subsidiary of National Broadcasting Company Holding, Inc., which is a
subsidiary of General Electric Company. National Broadcasting Company Holding,
Inc. disclaims beneficial ownership of all equity securities of the Issuer, and
the filing of this Form shall not be deemed an admission that National
Broadcasting Company Holding, Inc. is the beneficial owner of any equity
securities of the Issuer for the purpose of Section 16 or any other purpose.



                             Joint Filer Information
                             -----------------------


Name of Joint Filer:                        NBC Universal, Inc.

Address of Joint Filer:                     30 Rockefeller Plaza
                                            New York, NY 10012

Relationship of Joint Filer to Issuer:      10% Owner

Issuer Name and Ticker or Trading Symbol:   ValueVision Media, Inc. (VVTV)

Date of Earliest Transaction Required
to be Reported (Month/Day/Year):            7/8/2005

Designated Filer:                           GE Capital Equity Investments, Inc.


SIGNATURE:

NBC UNIVERSAL, INC.

By: /s/ Elizabeth A. Newell
    ------------------------------------------
    Name: Elizabeth A. Newell
    Title: Assistant Secretary


July 12, 2005
- -------------
Date


GE Capital Equity Investments, Inc. is a subsidiary of General Electric Capital
Corporation, which is a subsidiary of General Electric Capital Services, Inc.,
which is a subsidiary of General Electric Company. NBC Universal, Inc. is a
subsidiary of National Broadcasting Company Holding, Inc., which is a subsidiary
of General Electric Company. NBC Universal, Inc. disclaims beneficial ownership
of all securities reported on this Form except to the extent of its pecuniary
interest.


                             Joint Filer Information
                             -----------------------


Name of Joint Filer:                       General Electric Capital Corporation

Address of Joint Filer:                    260 Long Ridge Road
                                           Stamford, Connecticut 06927

Relationship of Joint Filer to Issuer:     10% Owner

Issuer Name and Ticker or Trading Symbol:  ValueVision Media, Inc. (VVTV)

Date of Earliest Transaction Required
to be Reported (Month/Day/Year):           7/8/2005

Designated Filer:                          GE Capital Equity Investments, Inc.


SIGNATURE:

GENERAL ELECTRIC CAPITAL CORPORATION

By: /s/ Ronald J. Herman, Jr.
    ------------------------------------------
    Name: Ronald J. Herman, Jr.
    Title: Vice President


July 12, 2005
- -------------
Date




                             Joint Filer Information
                             -----------------------


Name of Joint Filer:                       General Electric Capital
                                             Services, Inc.

Address of Joint Filer:                    260 Long Ridge Road
                                           Stamford, Connecticut 06927

Relationship of Joint Filer to Issuer:     Other (1)

Issuer Name and Ticker or Trading Symbol:  ValueVision Media, Inc. (VVTV)

Date of Earliest Transaction Required
to be Reported (Month/Day/Year):           7/8/2005

Designated Filer:                          GE Capital Equity Investments, Inc.


SIGNATURE:

GENERAL ELECTRIC CAPITAL SERVICES, INC.

By: /s/ Ronald J. Herman, Jr.
    ------------------------------------------
    Name: Ronald J. Herman, Jr.
    Title: Attorney-in-fact


July 12, 2005
- -------------
Date


(1) GE Capital Equity Investments, Inc. is a subsidiary of General Electric
Capital Corporation, which is a subsidiary of General Electric Capital Services,
Inc., which is a subsidiary of General Electric Company. NBC Universal, Inc. is
a subsidiary of National Broadcasting Company Holding, Inc., which is a
subsidiary of General Electric Company. General Electric Capital Services, Inc.
disclaims beneficial ownership of all equity securities of the Issuer, and the
filing of this Form shall not be deemed an admission that General Electric
Capital Services, Inc. is the beneficial owner of any equity securities of the
Issuer for the purpose of Section 16 or any other purpose.



                             Joint Filer Information
                             -----------------------


Name of Joint Filer:                        General Electric Company

Address of Joint Filer:                     3135 Easton Turnpike
                                            Fairfield, Connecticut 06431

Relationship of Joint Filer to Issuer:      Other (1)

Issuer Name and Ticker or Trading Symbol:   ValueVision Media, Inc. (VVTV)

Date of Earliest Transaction Required
to be Reported (Month/Day/Year):            7/8/2005

Designated Filer:                           GE Capital Equity Investments, Inc.


SIGNATURE:

GENERAL ELECTRIC COMPANY

By: /s/ Ronald J. Herman, Jr.
    ------------------------------------------
    Name: Ronald J. Herman, Jr.
    Title: Attorney-in-fact


July 12, 2005
- -------------
Date


(1) GE Capital Equity Investments, Inc. is a subsidiary of General Electric
Capital Corporation, which is a subsidiary of General Electric Capital Services,
Inc., which is a subsidiary of General Electric Company. NBC Universal, Inc. is
a subsidiary of National Broadcasting Company Holding, Inc., which is a
subsidiary of General Electric Company. General Electric Company disclaims
beneficial ownership of all equity securities of the Issuer, and the filing of
this Form shall not be deemed an admission that General Electric Company is the
beneficial owner of any equity securities of the Issuer for the purpose of
Section 16 or any other purpose.