SEC FORM 4

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^*

HEYER ANDREW R

(Last)

(First)

(Middle)

C/O MISTRAL EQUITY PARTNERS

650 FIFTH AVENUE, 10TH FLOOR

(Street)

NEW YORK

10019

(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)
06/29/2018

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.00001	06/29/2018		C		409,502	A	⁽¹⁾	409,502	I	See Footnotes⁽²⁾⁽⁸⁾
Common Stock, par value $0.00001	06/29/2018		C		464,266	A	⁽¹⁾	464,266	I	See Footnotes⁽³⁾⁽⁸⁾
Common Stock, par value $0.00001	06/29/2018		C		261,918	A	⁽¹⁾	261,918	I	See Footnotes⁽⁴⁾⁽⁸⁾
Common Stock, par value $0.00001								6,000,000⁽⁵⁾	I	See Footnotes⁽⁶⁾⁽⁸⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant to Purchase Common Stock	$16⁽⁷⁾							05/30/2017	06/29/2021⁽⁷⁾	Common Stock	187,500⁽⁷⁾		187,500	I	See footnotes⁽²⁾⁽⁸⁾
Warrant to Purchase Common Stock	$16⁽⁷⁾							05/30/2017	06/29/2021⁽⁷⁾	Common Stock	225,000⁽⁷⁾		225,000	I	See footnotes⁽³⁾⁽⁸⁾
Warrant to Purchase Common Stock	$16⁽⁷⁾							10/19/2017	06/29/2021⁽⁷⁾	Common Stock	185,500⁽⁷⁾		185,500	I	See footnotes⁽⁴⁾⁽⁸⁾
Series A Convertible Preferred Stock, par value $0.00001	⁽¹⁾	06/29/2018		C			300,000	⁽¹⁾	⁽¹⁾	Common Stock	409,502⁽¹⁾	⁽¹⁾	0	I	See footnotes⁽²⁾⁽⁸⁾
Series A Convertible Preferred Stock, par value $0.00001	⁽¹⁾	06/29/2018		C			360,000	⁽¹⁾	⁽¹⁾	Common Stock	464,266⁽¹⁾	⁽¹⁾	0	I	See footnotes⁽³⁾⁽⁸⁾
Series A-2 Convertible Preferred Stock, par value $0.00001	⁽¹⁾	06/29/2018		C			212,000	⁽¹⁾	⁽¹⁾	Common Stock	261,918⁽¹⁾	⁽¹⁾	0	I	See footnotes⁽⁴⁾⁽⁸⁾

Explanation of Responses:

1. Immediately prior to the close of the Issuer's initial public offering on June 29, 2018, the preferred stock, along with the aggregate accrued or accumulated and unpaid dividends thereon, converted 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, after giving effect to a 1 for 2.5 reverse stock split that became effective on June 27, 2018.

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

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

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

5. Reflects a 1 for 2.5 reverse stock split that became effective on June 27, 2018.

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

7. Pursuant to the terms of each warrant, upon the close of the Issuer's initial public offering on June 29, 2018, and after giving effect to a 1 for 2.5 reverse stock split that became effective on June 27, 2018, each warrant automatically adjusted as follows: (i) the exercise price was adjusted to be equal to the purchase price or deemed purchase price per share of common stock in the Issuer's initial public offering, and (ii) the expiration date of each warrant was adjusted to be June 29, 2021, three years from the close of the Issuer's initial public offering.

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
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