Satori Capital Strategic Opportunities GP 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^*

Grafer John Richard

(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)
06/01/2023

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, $0.00001 par value	06/02/2023		M		2,408(1)	A	(1)	469,110	I	See Footnote(2)(3)

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
Restricted Stock Units	(4)	06/01/2023		A		4,996		(5)	(5)	Common Stock	4,996	$0.00	4,996	I	See Footnote(6)
Restricted Stock Units	(4)	06/02/2023		M			2,408	(1)	(1)	Common Stock	2,408	$0.00	0	I	See Footnote(6)

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^*

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. The reported shares were acquired upon the vesting of restricted stock units ("RSUs") granted on June 2, 2022.

2. Satori Capital Strategic Opportunities GP, LLC ("Satori CSOGP"), is the general partner of Satori Capital Strategic Opportunities, LP ("Satori CSO") and Satori Capital III GP, LLC ("SCIIIGP"), is the general partner of Satori Capital III, LP ("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.

3. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (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 Exchange Act or for any other purpose.

4. Each RSU represents the contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock.

5. The Reporting Person received a grant of RSUs of which 100% are subject to vesting on June 1, 2024.

6. The RSUs were granted to Mr. Grafer, a partner at Satori Capital, LLC ("Satori Capital"), in connection with his service as a member of the board of directors of the Issuer. Pursuant to the policies of Satori Capital, Mr. Grafer holds these RSUs as a nominee on behalf, and for the sole benefit, of Satori Capital. Mr. Grafer disclaims beneficial ownership of the RSUs, 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 is indirectly owned and controlled by Sunny Vanderbeck and Randy Eisenman through entities that Sunny Vanderbeck or Randy Eisenman own or control.

	/s/ Megan C. Preneta, Attorney-in-Fact for John Richard Grafer	06/05/2023
	Satori Capital, LLC By: /s/ Sunny Vanderbeck Sunny Vanderbeck Title: President	06/05/2023
	SCGPM, LLC By: /s/ Sunny Vanderbeck Sunny Vanderbeck Title: President	06/05/2023
	Satori Capital Strategic Opportunities GP, LLC By: SCGPM, LLC, its Manager, By: /s/ Sunny Vanderbeck Title: President	06/05/2023
	Satori Capital III GP, LLC; By: SCGPM, LLC, its Manager, By: /s/ Sunny Vanderbeck; Title: President	06/05/2023
	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	06/05/2023
	Satori Capital III, LP By: Satori Capital III GP, LLC, its General Partner, By: SCGPM, LLC, its Manager, By: /s/ Sunny Vanderbeck Sunny Vanderbeck Title: President	06/05/2023
	/s/ Sunny Vanderbeck	06/05/2023
	/s/ Randy Eisenman	06/05/2023
	** 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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