SEC Form 4 · accession 0000899243-18-020434

Lovesac Co · LOVE

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Andrew R Heyer

Director · 10% Owner

Period of report

Jun 29, 2018

Accepted (ET)

Jul 23, 2018 · 6:15 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001701758

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock, par value $0.00001^F1,F2,F8	Jun 29, 2018	C	409,502	—	A	409,502	I	See Footnotes
Common Stock, par value $0.00001^F1,F3,F8	Jun 29, 2018	C	464,266	—	A	464,266	I	See Footnotes
Common Stock, par value $0.00001^F1,F4,F8	Jun 29, 2018	C	261,918	—	A	261,918	I	See Footnotes
Common Stock, par value $0.00001^F5,F6,F8	holding	—	—		—	6,000,000	I	See Footnotes

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series A Convertible Preferred Stock, par value $0.00001^F1,F2,F8	—	Jun 29, 2018	C	300,000	D	—	—	Common Stock	409,502	0	I
Series A Convertible Preferred Stock, par value $0.00001^F1,F3,F8	—	Jun 29, 2018	C	360,000	D	—	—	Common Stock	464,266	0	I
Series A-2 Convertible Preferred Stock, par value $0.00001^F1,F4,F8	—	Jun 29, 2018	C	212,000	D	—	—	Common Stock	261,918	0	I
Warrant to Purchase Common Stock^F2,F8,F7	$16.00	holding	—	—	—	May 30, 2017	Jun 29, 2021	Common Stock	187,500	187,500	I
Warrant to Purchase Common Stock^F3,F8,F7	$16.00	holding	—	—	—	May 30, 2017	Jun 29, 2021	Common Stock	225,000	225,000	I
Warrant to Purchase Common Stock^F4,F8,F7	$16.00	holding	—	—	—	Oct 19, 2017	Jun 29, 2021	Common Stock	185,500	185,500	I

Explanation of responses

F1Immediately 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.
F2These shares are held by Mistral Sac Holdings, LLC ("MSH"). Mr. Heyer indirectly has sole investment and dispository power over these securities.
F3These shares are held by Mistral Sac Holdings 3, LLC ("MSH3"). Mr. Heyer indirectly has sole investment and dispository power over these securities.
F4These shares are held by Mistral Sac Holdings 4, LLC ("MSH4"). Mr. Heyer indirectly has sole investment and dispository power over these securities.
F5Reflects a 1 for 2.5 reverse stock split that became effective on June 27, 2018.
F6These shares are held by SAC Acquisition LLC ("SAC"). Mr. Heyer indirectly has sole investment and dispository power over these shares.
F7Pursuant 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.
F8By 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.