| 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 |
| |||||||||||||||
| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Lovesac Co [ LOVE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 06/29/2018 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| 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 | 06/29/2018 | C | 1,803,041 | A | (1)(2) | 1,803,041(3) | I | See footnote(4) | ||
| 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 | ||||||||
| Series A-1 Preferred Stock | (1) | 06/29/2018 | C | 1,000,000 | (1) | (1) | Common Stock | 1,301,327(3) | $0 | 0 | I | See Footnote(5) | |||
| Series A-2 Preferred Stock | (2) | 06/29/2018 | C | 400,000 | (2) | (2) | Common Stock | 501,714(3) | $0 | 0 | I | See Footnote(6) | |||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. Upon the closing of the Issuer's initial public offering on June 29, 2018, 1,000,000 shares of Series A-1 Preferred Stock, along with the aggregate accrued or accumulated and unpaid dividends thereon, automatically converted into 1,301,327 shares of common stock of the Issuer. |
| 2. Upon the closing of the Issuer's initial public offering on June 29, 2018, 400,000 shares of Series A-2 Preferred Stock, along with the aggregate accrued or accumulated and unpaid dividends thereon, automatically converted into 501,714 shares of common stock of the Issuer. |
| 3. Reflects 1-for-2.5 reverse stock split which became effective on June 29, 2018. |
| 4. Represents 1,255,818 shares of Common Stock owned by Satori Capital Strategic Opportunities, LP ("Satori CSO") and 547,223 shares of Common Stock owned by Satori Capital III, LP ("SCIII"). 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 SCIIIGP 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. |
| 5. Represents 696,500 shares of Series A-1 Preferred Stock owned by Satori CSO and 303,500 shares of Series A-1 Preferred Stock owned by SCIII. |
| 6. Represents 280,000 shares of Series A-2 Preferred Stock owned by Satori CSO and 120,000 shares of Series A-2 Preferred Stock owned by SCIII. |
| Satori Capital, LLC; By: /s/ Sunny Vanderbeck; Title: President | 06/29/2018 | |
| SCGPM, LLC; By: /s/ Sunny Vanderbeck; Title: President | 06/29/2018 | |
| Satori Capital Strategic Opportunities GP, LLC; By: SCGPM, LLC, its Manager, By: /s/ Sunny Vanderbeck; Title: President | 06/29/2018 | |
| Satori Capital III GP, LLC; By: SCGPM, LLC, its Manager, By: /s/ Sunny Vanderbeck; Title: President | 06/29/2018 | |
| 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 | 06/29/2018 | |
| Satori Capital III, LP; By: Satori Capital III GP, LLC, its General Partner, By: SCGPM, LLC, its Manager; By: /s/ Sunny Vanderbeck; Title: President | 06/29/2018 | |
| Sunny Vanderbeck; By: /s/ Sunny Vanderbeck | 06/29/2018 | |
| Randy Eisenman; By: /s/ Randy Eisenman | 06/29/2018 | |
| ** 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 Number. | ||
