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)
07/21/2020

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	07/21/2020		J⁽¹⁾		430,304	D	$0	0	I	See Footnote⁽²⁾⁽³⁾
Common Stock, par value $0.00001	07/21/2020		J⁽⁴⁾		154,433	D	$0	0	I	See Footnote⁽³⁾⁽⁵⁾
Common Stock, par value $0.00001	07/21/2020		J⁽⁶⁾		33,515	A	$0	33,515	I	See Footnote⁽³⁾⁽⁷⁾
Common Stock, par value $0.00001	07/21/2020		J⁽⁶⁾		91,727	A	$0	128,687	D
Common Stock, par value $0.00001								2,193,599	I	See Footnote⁽³⁾⁽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)

Explanation of Responses:

1. Represents a pro rata distribution of shares of the registrant's common stock from Mistral Sac Holdings 2, LLC ("MSH2") to its members.

2. These securities were held by MSH2.

3. 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 MSH2, Mistral Sac Holdings 4, LLC ("MSH4"), Heyer Investment Management LLC, Andrew R. Heyer 2007 Associates, L.P. and the Mistral Funds (as defined below). Mr. Heyer disclaims beneficial ownership of the securities owned by the aforementioned entities, except to the extent of Mr. Heyer's pecuniary interest therein.

4. Represents a pro rata distribution of shares of the registrant's common stock from MSH4 to its members.

5. These securities were held by MSH4.

6. Represents shares acquired in pro rata distributions of shares of the registrant's common stock from MSH2 and MSH4 to its members

7. These shares are held by Heyer Investment Management LLC and Andrew R. Heyer 2007 Associates, L.P., each of which Mr. Heyer controls.

8. 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.

	/s/ Andrew R. Heyer	07/22/2020
	** 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 4 (b)(v).
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