Friedman Michael Form 4 iMedia Brands / Michael Friedman ownership change

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

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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^*

Friedman Michael

(Last) (First) (Middle)

6740 SHADY OAK ROAD

(Street)

EDEN PRAIRIE MN 55344-3433

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
iMedia Brands, Inc. [ IMBI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
04/17/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

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 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	04/17/2020		P		651,444(1)	A	$2.0632	911,045(2)	D

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
Warrants (right to buy)	$2.66	04/17/2020		P		122,399		10/17/2020	04/14/2025	Common Stock	122,399	$0	122,399	D
Warrants (right to buy)	$2.66	04/17/2020		P		61,199		11/23/2020	04/14/2025	Common Stock	61,199	$0	61,199	D
Warrants (right to buy)	$2.66	04/17/2020		P		61,199		12/13/2020	04/14/2025	Common Stock	61,199	$0	61,199	D
Warrants (right to buy)	$2.66	04/17/2020		P		122,399		01/11/2021	04/14/2025	Common Stock	122,399	$0	122,399	D
Warrants (right to buy)	$0.001	04/17/2020		P		75,578		07/11/2020	04/14/2025	Common Stock	75,578	$0	75,578	D

Explanation of Responses:

1. Consists of: (ii) 242,341 shares of Common Stock purchased in the first tranche pursuant to the Common Stock and Warrant Purchase Agreement, dated April 14, 2020, by and between the Issuer and the Purchasers listed therein (the "Purchase Agreement"), which closed on April 17, 2020; (ii) 121,170 shares of Common Stock to be purchased in the second tranche pursuant to the Purchase Agreement, which is set to close on May 23, 2020; (iii) 121,170 shares of Common Stock to be purchased in the third tranche pursuant to the Purchase Agreement, which is set to close on June 13, 2020; and (iv) 166,763 shares of Common Stock to be purchased in the fourth tranche pursuant to the Purchase Agreement, which is set to close on July 11, 2020 (which assumes that the 19.999% blocker limitation set forth in the Purchase Agreement will be implicated and that 75,578 blocker warrants will be issued in lieu of shares of Common Stock which will be immediately exercisable with an exercise price of $0.001).

2. After taking into account the 1-for-10 reverse stock split effective December 11, 2019.

Remarks:

Exhibit List: Exhibit 24-Power of Attorney

	/s/ Jonathan R. Zimmerman, Attorney-in-Fact	04/21/2020
	** 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).
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