Grafer John Richard Form 4 Lovesac / John Richard Grafer 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^*

Satori Capital, LLC

(Last) (First) (Middle)

2501 N. HARWOOD ST., 20TH FLOOR

(Street)

DALLAS TX 75201

(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)	X	Other (specify below)
Affiliate of reporting person

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2020

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	12/11/2020		D		243,775	A	$16	1,310,585	I	See footnote(5)
Common Stock	12/11/2020		S(1)		97,052	D	$40.1887	1,213,533	I	See footnote(5)
Common Stock	12/11/2020		D		106,225	A	$16	1,213,533	I	See footnote(5)
Common Stock	12/11/2020		S(2)		42,290	D	$40.1887	1,171,243	I	See footnote(5)
Common Stock	12/11/2020		D		97,510	A	$16	1,171,243	I	See footnote(5)
Common Stock	12/11/2020		S(3)		38,820	D	$40.1887	1,132,423	I	See footnote(5)
Common Stock	12/11/2020		D		42,490	A	$16	1,132,423	I	See footnote(5)
Common Stock	12/11/2020		S(4)		16,916	D	$40.1887	1,115,507	I	See footnote(5)

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
Common Stock Warrants (right to buy)	$16	12/11/2020		D			243,775	10/19/2017	06/29/2021	Common Stock	243,775	$0.00	0	I	See footnote(5)
Common Stock Warrants (right to buy)	$16	12/11/2020		D			106,225	10/19/2017	06/29/2021	Common Stock	106,225	$0.00	0	I	See footnote(5)
Common Stock Warrants (right to buy)	$16	12/11/2020		D			97,510	03/27/2017	06/29/2021	Common Stock	97,510	$0.00	0	I	See footnote(5)
Common Stock Warrants (right to buy)	$16	12/11/2020		D			42,490	03/27/2017	06/29/2021	Common Stock	42,490	$0.00	0	I	See footnote(5)

1. Name and Address of Reporting Person^*

Satori Capital, LLC

(Last) (First) (Middle)

2501 N. HARWOOD ST., 20TH FLOOR

(Street)

DALLAS TX 75201

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Grafer John Richard

(Last) (First) (Middle)

C/O THE LOVESAC COMPANY

TWO LANDMARK SQUARE, SUITE 300

(Street)

STAMFORD, CT 06901

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SCGPM, LLC

(Last) (First) (Middle)

2501 N. HARWOOD ST., 20TH FLOOR

(Street)

DALLAS, TX 75201

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Satori Capital Strategic Opportunities GP, LLC

(Last) (First) (Middle)

2501 N. HARWOOD ST., 20TH FLOOR

(Street)

DALLAS, TX 75201

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Satori Capital III GP, LLC

(Last) (First) (Middle)

2501 N. HARWOOD ST., 20TH FLOOR

(Street)

DALLAS, TX 75201

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Satori Capital Strategic Opportunities, LP

(Last) (First) (Middle)

2501 N. HARWOOD ST., 20TH FLOOR

(Street)

DALLAS, TX 75201

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Satori Capital III, LP

(Last) (First) (Middle)

2501 N. HARWOOD ST., 20TH FLOOR

(Street)

DALLAS, TX 75201

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VANDERBECK SUNNY

(Last) (First) (Middle)

2501 N. HARWOOD ST., 20TH FLOOR

(Street)

DALLAS, TX 75201

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Eisenman Randy

(Last) (First) (Middle)

2501 N. HARWOOD ST., 20TH FLOOR

(Street)

DALLAS, TX 75201

(City) (State) (Zip)

Explanation of Responses:

1. On December 11, 2020, Satori Capital Strategic Opportunities, LP ("Satori CSO") exercised warrants to purchase 243,775 shares of Lovesac common stock for $16 per share. Satori CSO paid the exercise price on a cashless basis, resulting in Lovesac's withholding of 97,052 of the warrant shares to pay the exercise price and issuing to Satori CSO the remaining 146,723 shares.

2. On December 11, 2020, Satori Capital III, LP ("SCIII") exercised warrants to purchase 106,225 shares of Lovesac common stock for $16 per share. SCIII paid the exercise price on a cashless basis, resulting in Lovesac's withholding of 42,290 of the warrant shares to pay the exercise price and issuing to SCIII the remaining 63,935 shares.

3. On December 11, 2020, Satori CSO exercised warrants to purchase 97,510 shares of Lovesac common stock for $16 per share. Satori CSO paid the exercise price on a cashless basis, resulting in Lovesac's withholding of 38,820 of the warrant shares to pay the exercise price and issuing to Satori CSO the remaining 58,690 shares.

4. On December 11, 2020, SCIII exercised warrants to purchase 42,490 shares of Lovesac common stock for $16 per share. SCIII paid the exercise price on a cashless basis, resulting in Lovesac's withholding of 16,916 of the warrant shares to pay the exercise price and issuing to SCIII the remaining 25,574 shares.

5. Satori Capital Strategic Opportunities GP, LLC ("Satori CSOGP"), is the general partner of Satori CSO and Satori Capital III GP, LLC ("SCIIIGP"), is the general partner of SCIII. SCGPM, LLC ("SCGPM") is the manager of Satori CSOGP and SCIII and may be deemed to share voting and dispositive power with respect to the shares held by Satori CSO and SCIII. SCGPM is wholly owned and controlled by Satori Capital, LLC ("Satori Capital"), which is indirectly owned and controlled by Sunny Vanderbeck and Randy Eisenman through entities that Sunny Vanderbeck or Randy Eisenman own or control. By reason of the provisions of Rule 16a-1 of the Exchange Act, Mr. Grafer may be deemed to have beneficial ownership of certain of the securities that are beneficially owned by Satori CSO and SCIII. Mr. Grafer disclaims beneficial ownership of the securities owned by Satori CSO and SCIII, and the filing of this Form 4 shall not be deemed an admission that Mr. Grafer is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

	Satori Capital, LLC By: /s/ Sunny Vanderbeck Title: President	12/15/2020
	/s/ John Richard Grafer	12/15/2020
	SCGPM, LLC By: /s/ Sunny Vanderbeck Title: President	12/15/2020
	Satori Capital Strategic Opportunities GP, LLC By: SCGPM, LLC, its Manager, By: /s/ Sunny Vanderbeck Title: President	12/15/2020
	Satori Capital III GP, LLC By: SCGPM, LLC, its Manager, By: /s/ Sunny Vanderbeck Title: President	12/15/2020
	Satori Capital Strategic Opportunities, LP By: Satori Capital Strategic Opportunities GP, LLC, its General Partner, By: SCGPM, LLC, its Manager, By: /s/ Sunny Vanderbeck Title: President	12/15/2020
	Satori Capital III, LP By: Satori Capital III GP, LLC, its General Partner, By: SCGPM, LLC, its Manager, By: /s/ Sunny Vanderbeck Title: President	12/15/2020
	/s/ Sunny Vanderbeck	12/15/2020
	/s/ Randy Eisenman	12/15/2020
	** Signature of Reporting Person	Date
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