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

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
NBC Universal, 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) _____ Other (specify below)
(Last)
(First)
(Middle)
30 ROCKEFELLER PLAZA
3. Date of Earliest Transaction (Month/Day/Year)
06/26/2006
(Street)

NEW YORK,, NY 10112
4. If Amendment, Date 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
(City)
(State)
(Zip)
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

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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 Underlying Securities
(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
Series A Redeemable Convertible Preferred Stock (1) 06/26/2006   J(2)     1,206,258   (1)   (1) Common Stock 1,206,258 (3) 0 D (4)  
Series A Redeemable Convertible Preferred Stock (1) 06/26/2006   J(2)   1,206,258     (1)   (1) Common Stock 1,206,258 (3) 5,339,500 D (5)  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
NBC Universal, Inc.
30 ROCKEFELLER PLAZA
NEW YORK,, NY 10112
    X    
National Broadcasting CO Holding, Inc.
30 ROCKEFELLER PLAZA
NEW YORK,, NY 10012
      See (1) to Joint Filer Info
GE CAPITAL EQUITY INVESTMENTS INC
120 LONG RIDGE ROAD
STAMFORD,, CT 06927
    X    
GENERAL ELECTRIC CAPITAL CORP
260 LONG RIDGE ROAD
STAMFORD,, CT 06927
    X    
GENERAL ELECTRIC CAPITAL SERVICES INC/CT
260 LONG RIDGE ROAD
STAMFORD,, CT 06927
      See (1) to Joint Filer Info
GENERAL ELECTRIC CO
3135 EASTON TURNPIKE
FAIRFIELD,, CT 06828
      See (1) to Joint Filer Info

Signatures

 /s/ Elizabeth A. Newell, Assistant Secretary/NBC   06/28/2006
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The Series A Redeemable Convertible Preferred Stock is convertible into an equal number of shares of the Issuer's Common Stock and is subject to mandatory redemption by the Issuer on the 10th anniversary of its issuance or upon a "change of control" at $8.29 per share plus declared and unpaid dividends.
(2) A wholly-owned subsidiary of NBC Universal, Inc. ("NBC") sold the shares to an affiliate, GE Capital Equity Investments, Inc. ("GECEI").
(3) $12.75684 per share.
(4) Directly owned by NBC through a wholly-owned subsidiary. See Exhibit 99.1, incorporated by reference herein.
(5) Directly owned by GECEI. Indirectly owned by General Electric Capital Corporation ("GE Capital") because, among other things, GECEI is a wholly-owned subsidiary of GE Capital. See Exhibit 99.1, incorporated by reference herein.
 
Remarks:
Exhibits 24.1, 24.2 and Exhibit 99.1, incorporated by reference herein.

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