SEC Form 4/A · accession 0001213900-18-014421
Lovesac Co · LOVE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owners
Sunny Vanderbeck
10% Owner
Randy Eisenman
10% Owner
Satori Capital III, LP
10% Owner
SCGPM, LLC
10% Owner
Satori Capital III GP, LLC
10% Owner
Satori Capital, LLC
Director · 10% Owner
Period of report
Jun 29, 2018
Accepted (ET)
Oct 24, 2018 · 5:02 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 StockF1,F2,F3,F4,F7 | Jun 29, 2018 | C | 1,803,435 | — | A | 1,853,435 | 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-1 Preferred StockF5,F7,F1,F3 | — | Jun 29, 2018 | C | 1,000,000 | D | — | — | Common Stock | 1,301,611 | 0 | I |
| Series A-2 Preferred StockF6,F7,F2,F3 | — | Jun 29, 2018 | C | 400,000 | D | — | — | Common Stock | 501,824 | 0 | I |
Explanation of responses
- F1Upon the closing of the Issuer's initial public offering on June 29, 2018, 1,000,000 shares of Series A-1 Preferred Stock, along with the aggregate accrued or accumulated and unpaid dividends thereon, automatically converted into 1,301,611 shares of common stock of the Issuer.
- F2Upon the closing of the Issuer's initial public offering on June 29, 2018, 400,000 shares of Series A-2 Preferred Stock, along with the aggregate accrued or accumulated and unpaid dividends thereon, automatically converted into 501,824 shares of common stock of the Issuer.
- F3Reflects 1-for-2.5 reverse stock split which became effective on June 29, 2018.
- F4Represents 1,256,093 shares of Common Stock owned by Satori Capital Strategic Opportunities, LP ("Satori CSO") and 547,342 shares of Common Stock owned by Satori Capital III, LP ("SCIII"). Satori Capital Strategic Opportunities GP, LLC ("Satori CSOGP"), is the general partner of Satori CSO and Satori Capital III GP, LLC ("SCIIIGP"), is the general partner of 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.
- F5Represents 696,500 shares of Series A-1 Preferred Stock owned by Satori CSO and 303,500 shares of Series A-1 Preferred Stock owned by SCIII.
- F6Represents 280,000 shares of Series A-2 Preferred Stock owned by Satori CSO and 120,000 shares of Series A-2 Preferred Stock owned by SCIII.
- F7This amendment is being filed to correct the number of shares of Common Stock into which the Series A-1 Preferred Stock and Series A-2 Preferred Stock were converted.