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
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                      	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	                      	

1. Name and Address of Reporting Person *

CLINTON GROUP INC	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)      __ X __ Other (specify below)
SEE REMARKS	
(Last)          (First)          (Middle)

601 LEXINGTON AVENUE, 51ST FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY)

12/3/2013		
(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, $0.01 par value ("Common Stock")  	12/3/2013  	 	X	  	4200  	D	$5.00  	$3103046  	I  	See Footnotes   (1) (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					
Call Option (obligation to sell)  	$5.00  	12/3/2013  	 	X  	  	  	$42   	  (3)	12/21/2013  	Common Stock  	4200  	$0  	1225  	I  	See Footnotes   (1) (2)	

Explanation of Responses:	
(  1) 	The securities reported on this line may be deemed to be indirectly beneficially owned by Clinton Group, Inc. ("CGI"), which securities are directly held by Clinton Spotlight Master Fund, L.P. ("SPOT"), Clinton Magnolia Master Fund, Ltd. ("CMAG"), Clinton Relational Opportunity Master Fund, L.P. ("CREL"), Channel Commerce Partners, L.P. ("CCP") and/or a portion of a mutual fund portfolio ("CASF"). CGI is deemed to be the indirect beneficial owner of such securities by virtue of its position as investment manager of SPOT, CMAG and CCP, its ownership of Clinton Relational Opportunity, LLC which serves as the investment manager of CREL and a sub-advisory agreement governing CASF. George E. Hall is deemed to be the indirect beneficial owner of such securities by virtue of his direct and indirect control of CGI.	
(  2) 	For purposes of Rule 16a-1(a)(2) of the 1934 Act, each of the reporting persons disclaims beneficial ownership of the shares reported herein to the extent such beneficial ownership exceeds its pecuniary interest therein.	
(  3) 	Options were exercisable at any time.	

Remarks:
The reporting persons may be deemed to be a "group" pursuant to Rule 13d-5(b)(1) promulgated under the1934 Act and as such may be deemed, collectively, to beneficially own 5,354,379 shares of Common Stock, constituting approximately 10.8% of the outstanding shares of Common Stock for purposes of Section 13(d) of the 1934 Act.	

Reporting Owners	
Reporting Owner Name / Address	Relationships	
	Director	10% Owner	Officer	Other	
CLINTON GROUP INC
601 LEXINGTON AVENUE
51ST FLOOR
NEW YORK, NY 10022		X		SEE REMARKS	
Clinton Spotlight Master Fund LP
601 LEXINGTON AVENUE
51ST FLOOR
NEW YORK, NY 10022		X			
Clinton Magnolia Master Fund, Ltd.
C/O CLINTON GROUP INC., 601 LEXINGTON AV
51ST FLOOR
NEW YORK, NY 10022		X			
Clinton Relational Opportunity Master Fund, L.P.
9 WEST 57TH STREET, 26TH FLOOR
NEW YORK, NY 10019		X			
Clinton Relational Opportunity LLC
601 LEXINGTON AVENUE
51ST FLOOR
NEW YORK, NY 10022		X			
GEH Capital Inc.
C/O CLINTON GROUP INC., 601 LEXINGTON AV
51ST FLOOR
NEW YORK, NY 10022		X			
Channel Commerce Partners, L.P.
C/O CLINTON GROUP INC., 601 LEXINGTON AV
51ST FLOOR
NEW YORK, NY 10022		X			
Hall George E.
C/O CLINTON GROUP INC, 601 LEXINGTON AVE
51ST FLOOR
NEW YORK, NY 10021		X			
CANNELL CAPITAL LLC
310 E. PEARL STREET, P.O. BOX 3459
JACKSON, WY 83001		X			

Signatures		
CLINTON SPOTLIGHT MASTER FUND, L.P., By: Clinton Group, Inc., its investment manager, /s/ Francis Ruchalski, Chief Financial Officer		12/5/2013	
** Signature of Reporting Person		Date
	
CLINTON MAGNOLIA MASTER FUND, LTD., By: Clinton Group, Inc., its investment manager, s/ Francis Ruchalski, Chief Financial Officer		12/5/2013	
** Signature of Reporting Person		Date
	
CLINTON RELATIONAL OPPORTUNITY MASTER FUND, L.P., By: Clinton Relational Opportunity, LLC, its investment manager, /s/ John Hall, Authorized Signatory		12/5/2013	
** Signature of Reporting Person		Date
	
CLINTON RELATIONAL OPPORTUNITY, LLC, /s/ John Hall, Authorized Signatory		12/5/2013	
** Signature of Reporting Person		Date
	
GEH CAPITAL, INC., /s/ Francis Ruchalski, Comptroller		12/5/2013	
** Signature of Reporting Person		Date
	
CHANNEL COMMERCE PARTNERS, L.P., By: Clinton Group, Inc., its investment manager, /s/ Francis Ruchalski, Chief Financial Officer		12/5/2013	
** Signature of Reporting Person		Date
	
CLINTON GROUP, INC., s/ Francis Ruchalski, Chief Financial Officer		12/5/2013	
** Signature of Reporting Person		Date
	
/s/ George E. Hall		12/5/2013	
** Signature of Reporting Person		Date
	
CANNELL CAPITAL LLC, /s/ J. Carlo Cannell, Managing Member		12/5/2013	
** 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 control number.