SCGPM Form 4 Lovesac / SUNNY VANDERBECK 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	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2018

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	11/15/2018		S		47,850(1)	D	$18.05	1,370,585	I	See Footnote(2)

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

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^*

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 STREET

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 STREET

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. Represents 33,328 shares of Common Stock sold by Satori Capital Strategic Opportunities, LP ("Satori CSO") and 14,522 shares of Common Stock sold by Satori Capital III, LP ("SCIII") sold pursuant to an exercise of the underwriters' overallotment option in connection with a secondary offering of Common Stock by certain selling stockholders of The Lovesac Company.

2. Represents 954,613 shares of Common Stock owned by Satori CSO and 415,972 shares of Common Stock owned by 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.

	Satori Capital, LLC; By /s/ Sunny Vanderbeck; Title: President	11/16/2018
	SCGPM, LLC; By: /s/ Sunny Vanderbeck; Title: President	11/16/2018
	Satori Capital Strategic Opportunities GP, LLC; By: SCGPM, LLC, its Manager, By: /s/ Sunny Vanderbeck; Title: President	11/16/2018
	Satori Capital III GP, LLC; By: SCGPM, LLC, its Manager, By: /s/ Sunny Vanderbeck; Title: President	11/16/2018
	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	11/16/2018
	Satori Capital III, LP; By: Satori Capital III GP, LLC, its General Partner, By: SCGPM, LLC, its Manager; By: /s/ Sunny Vanderbeck; Title: President	11/16/2018
	Sunny Vanderbeck; By: /s/ Sunny Vanderbeck	11/16/2018
	Randy Eisenman; By: /s/ Randy Eisenman	11/16/2018
	** 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).
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