SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

HEYER ANDREW R

(Last)

(First)

(Middle)

C/O MISTRAL EQUITY PARTNERS

650 FIFTH AVENUE, 10TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/26/2018

3. Issuer Name and Ticker or Trading Symbol
Lovesac Co [ LOVE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.00001	15,000,000	I	See footnotes⁽¹⁾⁽⁸⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrant to Purchase Common Stock	05/30/2017	⁽²⁾	Common Stock, par value $0.00001	187,500	$7.6⁽³⁾	I	See footnotes⁽⁴⁾⁽⁸⁾
Warrant to Purchase Common Stock	05/30/2017	⁽²⁾	Common Stock, par value $0.00001	156,250	$7.6⁽³⁾	I	See footnotes⁽⁵⁾⁽⁸⁾
Warrant to Purchase Common Stock	05/30/2017	⁽²⁾	Common Stock, par value $0.00001	65,625	$7.6⁽³⁾	I	See footnotes⁽⁵⁾⁽⁸⁾
Warrant to Purchase Common Stock	05/30/2017	⁽²⁾	Common Stock, par value $0.00001	3,125	$7.6⁽³⁾	I	See footnotes⁽⁵⁾⁽⁸⁾
Warrant to Purchase Common Stock	10/19/2017	⁽²⁾	Common Stock, par value $0.00001	185,500	$7.6⁽³⁾	I	See footnotes⁽⁶⁾⁽⁸⁾
Series A Convertible Preferred Stock, par value $0.00001	⁽⁷⁾	⁽⁷⁾	Common Stock, par value $0.00001	300,000	⁽⁷⁾	I	See footnotes⁽⁴⁾⁽⁸⁾
Series A Convertible Preferred Stock, par value $0.00001	⁽⁷⁾	⁽⁷⁾	Common Stock, par value $0.00001	360,000	⁽⁷⁾	I	See footnotes⁽⁵⁾⁽⁸⁾
Series A-2 Convertible Preferred Stock, par value $0.00001	⁽⁷⁾	⁽⁷⁾	Common Stock, par value $0.00001	212,000	⁽⁷⁾	I	See footnotes⁽⁶⁾⁽⁸⁾

Explanation of Responses:

1. These shares are held by SAC Acquisition LLC ("SAC"). Mr. Heyer indirectly has sole investment and dispository power over these shares.

2. Each warrant expires on the first to occur of (a) three years from the date of the earlier of (x) the Issuer's initial public offering or (y) a qualified financing, (b) the fifth anniversary of the date of issuance, or (c) the occurrence of any voluntary or involuntary liquidation, dissolution, winding up, or similar event of the Issuer.

3. Pursuant to the terms of each warrant, the exercise price of each warrant will automatically adjust to be equal to the purchase price or deemed purchase price per share of common stock in the Issuer's initial public offering.

4. These securities are held by Mistral Sac Holdings, LLC ("MSH"). Mr. Heyer indirectly has sole investment and dispository power over these securities.

5. These securities are held by Mistral Sac Holdings 3, LLC ("MSH3"). Mr. Heyer indirectly has sole investment and dispository power over these securities.

6. These securities are held by Mistral Sac Holdings 4, LLC ("MSH4"). Mr. Heyer indirectly has sole investment and dispository power over these securities.

7. Immediately prior to the completion of the Issuer's initial public offering, the preferred stock, along with the aggregate accrued or accumulated and unpaid dividends thereon, will convert into shares of the Issuer's common stock at a conversion price determined in accordance with the terms of the certificate of designations of each series of preferred stock.

8. By reason of the provisions of Rule 16a-1 of the Exchange Act, Mr. Heyer may be deemed to be beneficial owners of certain of the securities that are deemed to be beneficially owned by SAC, MSH, MSH3 and MSH4. Mr. Heyer disclaims beneficial ownership of the securities owned by SAC, MSH, MSH3 and MSH4, except to the extent of Mr. Heyer's pecuniary interest therein.

Remarks:

	/s/ Andrew R. Heyer	07/20/2018
	** 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 5 (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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