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Ownership Document |
Schema Version: X0306 |
Document Type: 4 |
Period of Report: 1/13/20 |
Not Subject to Section 16: 0 |
Issuer: |
| Issuer CIK: 1701758 |
| Issuer Name: Lovesac Co |
| Issuer Trading Symbol: LOVE |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1259062 |
| | Owner Name: HEYER ANDREW R |
| Reporting Owner Address: |
| | Owner Street 1: C/O MISTRAL EQUITY PARTNERS |
| | Owner Street 2: 650 FIFTH AVENUE, 10TH FLOOR |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10019 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| | Officer Title: |
| | Other Text: |
Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock, par value $0.00001 |
| | Transaction Date: |
| | | Value: 1/13/20 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: P |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 15,000 |
| | | Transaction Price Per Share: |
| Value: 12.9882 |
| Footnote ID: F1 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 31,960 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock, par value $0.00001 |
| | Transaction Date: |
| | | Value: 1/14/20 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: P |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 5,000 |
| | | Transaction Price Per Share: |
| Value: 12.2866 |
| Footnote ID: F2 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 36,960 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock, par value $0.00001 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 2,193,599 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See Footnote |
| Footnote ID: F3 |
| Footnote ID: F4 |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock, par value $0.00001 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 430,304 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See Footnote |
| Footnote ID: F3 |
| Footnote ID: F5 |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock, par value $0.00001 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 154,433 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See Footnote |
| Footnote ID: F3 |
| Footnote ID: F6 |
Derivative Table: |
| Derivative Holding: |
| | Security Title: |
| | | Value: Restricted Stock Units |
| | Conversion or Exercise Price: |
| | | Footnote ID: F7 |
| | Exercise Date: |
| | | Footnote ID: F8 |
| | Expiration Date: |
| | | Footnote ID: F8 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 3,245 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 3,245 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Holding: |
| | Security Title: |
| | | Value: Restricted Stock Units |
| | Conversion or Exercise Price: |
| | | Footnote ID: F7 |
| | Exercise Date: |
| | | Footnote ID: F9 |
| | Expiration Date: |
| | | Footnote ID: F9 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 3,245 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 3,245 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Holding: |
| | Security Title: |
| | | Value: Warrants to Purchase Common Stock |
| | Conversion or Exercise Price: |
| | | Value: 16 |
| | Exercise Date: |
| | | Value: 5/30/17 |
| | Expiration Date: |
| | | Value: 6/29/21 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 75,000 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 75,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See Footnote |
| Footnote ID: F3 |
| Footnote ID: F4 |
| Derivative Holding: |
| | Security Title: |
| | | Value: Warrants to Purchase Common Stock |
| | Conversion or Exercise Price: |
| | | Value: 16 |
| | Exercise Date: |
| | | Value: 5/30/17 |
| | Expiration Date: |
| | | Value: 6/29/21 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 90,000 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 90,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See Footnote |
| Footnote ID: F3 |
| Footnote ID: F10 |
| Derivative Holding: |
| | Security Title: |
| | | Value: Warrants to Purchase Common Stock |
| | Conversion or Exercise Price: |
| | | Value: 16 |
| | Exercise Date: |
| | | Value: 10/19/17 |
| | Expiration Date: |
| | | Value: 6/29/21 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 74,200 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 74,200 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See Footnote |
| Footnote ID: F3 |
| Footnote ID: F6 |
Footnotes: |
| Footnote - F1: The price represents the weighted average purchase price for multiple transactions reported on this line. The prices of the transactions ranged from $12.53 to $13.17, inclusive. Upon request of the SEC staff or the issuer, the reporting person will provide full information regarding the number of shares purchased at each separate price. |
| Footnote - F2: The price represents the weighted average purchase price for multiple transactions reported on this line. The prices of the transactions ranged from $12.26 to $12.30, inclusive. Upon request of the SEC staff or the issuer, the reporting person will provide full information regarding the number of shares purchased at each separate price. |
| Footnote - F3: 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 Mistral Sac Holdings 2, LLC ("MSH2"), Mistral Sac Holdings 3, LLC ("MSH3"), Mistral Sac Holdings 4, LLC ("MSH4") and the Mistral Funds (as defined below). Mr. Heyer disclaims beneficial ownership of the securities owned by MSH2, MSH3, MSH4 and the Mistral Funds, except to the extent of Mr. Heyer's pecuniary interest therein. |
| Footnote - F4: These securities are held by Mistral Equity Partners, LP, Mistral Equity Partners QP, LP and MEP Co-Invest, LLC (collectively, the "Mistral Funds"), each of which is controlled by Mr, Heyer. |
| Footnote - F5: These securities are held by MSH2. |
| Footnote - F6: These securities are held by MSH4. |
| Footnote - F7: Each restricted stock unit ("RSU") represents the contingent right to receive, upon vesting of the RSU, one share of the registrant's common stock. |
| Footnote - F8: The reporting person received a grant of 3,245 RSUs, of which 100% are subject vesting on the first anniversary of the October 2, 2019 grant date. |
| Footnote - F9: The reporting person received a grant of 3,245 RSUs, of which 50% are subject vesting on the first anniversary of the October 2, 2019 grant date and 50% are subject vesting on the second anniversary of the grant date. |
| Footnote - F10: These securities are held by MSH3. |
Owner Signature: |
| Signature Name: /s/ Andrew R. Heyer |
| Signature Date: 1/15/20 |