Heyer Andrew R Form 4 Lovesac / ANDREW R HEYER 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^*

HEYER ANDREW R

(Last) (First) (Middle)

C/O THE LOVESAC COMPANY

TWO LANDMARK SQUARE, SUITE 300

(Street)

STAMFORD CT 06901

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Lovesac Co [ LOVE ]

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)
12/27/2021

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, $0.00001 par value	12/27/2021		S		10,901	D	$68.15(3)	234,051	I	See footnotes(1)(4)
Common stock, $0.00001 par value	12/27/2021		S		2,949	D	$68.15(3)	231,102	I	See footnotes(2)(4)
Common stock, $0.00001 par value	12/28/2021		S		2,125	D	$68.29(3)	228,977	I	See footnotes(1)(4)
Common stock, $0.00001 par value	12/28/2021		S		575	D	$68.29(3)	228,402	I	See footnotes(2)(4)
Common stock, $0.00001 par value	12/29/2021		S		3,003	D	$67.21(3)	225,399	I	See footnotes(1)(4)
Common stock, $0.00001 par value	12/29/2021		S		813	D	$67.21(3)	224,586	I	See footnotes(2)(4)
Common stock, $0.00001 par value								161,725	D(5)
Common stock, $0.00001 par value								38,287	I	See footnote(6)

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

Explanation of Responses:

1. Represents shares sold by Mistral Equity Partners, LP ("MEP, LP").

2. Represents shares sold by Mistral Equity Partners QP, LP ("Mistral QP").

3. The price reported in Column 4 is a weighted average price. With respect to the weighted average price of (i) $68.15, these shares were sold in multiple transactions at prices ranging from $68.00 to $68.74; (ii) $68.29, these shares were sold in multiple transactions at prices ranging from $68.00- $68.73; and (iii) $67.21, these shares were sold in multiple transactions at prices ranging from $67.21 to $68.24. The reporting person undertakes to provide to The Lovesac Company, any security holder of The Lovesac Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (3).

4. By reason of the provisions of Rule 16a-1 of the Exchange Act, Mr. Heyer may be deemed to have beneficial ownership of certain of the securities that are beneficially owned by MEP, LP, Mistral QP and MEP Co-Invest, LLC, (together, the "Mistral Funds"). Each of the Mistral Funds is controlled by Mr. Heyer. Mr. Heyer disclaims beneficial ownership of the securities owned by the Mistral Funds, except to the extent of Mr. Heyer's pecuniary interest therein.

5. These shares are owned directly by Andrew R. Heyer.

6. These shares are held by Heyer Investment Management, LLC and Andrew R. Heyer 2007 Associates, L.P., each of which Mr. Heyer controls.

	/s/ Andrew R. Heyer	12/29/2021
	** Signature of Reporting Person	Date
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