0001213900-20-014540.txt : 20200609 0001213900-20-014540.hdr.sgml : 20200609 20200609173835 ACCESSION NUMBER: 0001213900-20-014540 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200605 FILED AS OF DATE: 20200609 DATE AS OF CHANGE: 20200609 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Krause Albert Jack CENTRAL INDEX KEY: 0001729258 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38555 FILM NUMBER: 20952886 MAIL ADDRESS: STREET 1: 2 LANDMARK SQUARE STREET 2: SUITE 300 CITY: STAMFORD STATE: CT ZIP: 06820 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Lovesac Co CENTRAL INDEX KEY: 0001701758 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FURNITURE STORES [5712] IRS NUMBER: 320514958 STATE OF INCORPORATION: DE FISCAL YEAR END: 0202 BUSINESS ADDRESS: STREET 1: TWO LANDMARK SQUARE, SUITE 300 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 203-817-2279 MAIL ADDRESS: STREET 1: TWO LANDMARK SQUARE, SUITE 300 CITY: STAMFORD STATE: CT ZIP: 06901 4 1 ownership.xml X0306 4 2020-06-05 0 0001701758 Lovesac Co LOVE 0001729258 Krause Albert Jack TWO LANDMARK SQUARE, SUITE 300 STAMFORD CT 06901 0 1 0 0 President and COO Common Stock, $0.00001 par value 2020-06-05 4 A 0 2668 0 A 124418 D Common Stock, $0.00001 par value 2020-06-05 4 F 0 1172 17.84 D 123246 D Common Stock, $0.00001 par value 2020-06-05 4 A 0 2668 0 A 125914 D Common Stock, $0.00001 par value 2020-06-05 4 F 0 1172 17.84 D 124742 D Restricted Stock Units 2020-06-05 4 M 0 2668 0 D Common Stock 2668 13342 D Restricted Stock Units 2020-06-05 4 M 0 2668 0 D Common Stock 2668 10674 D Restricted Stock Units 2020-06-05 4 A 0 42867 0 A Common Stock 42867 42867 D Nonstatutory Stock Option (Right to Buy) 38.10 2020-06-05 4 D 0 110081 D 2029-06-05 Common Stock 110081 0 D Nonstatutory Stock Option (Right to Buy) 38.10 2020-06-05 4 A 0 110081 A 2029-06-05 Common Stock 110081 110081 D Each restricted stock unit ("RSU") represents the contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock. On June 5, 2019, the reporting person received a grant of 16,010 RSUs, of which (a) 50% are subject to a three-year time based vesting schedule, vesting 33.34% on the first anniversary of the grant date and vesting 33.33% on each of the second and third year anniversaries of the grant date, and (b) 50% are performance based granted in three tranches with each tranche being conditioned upon the achievement of certain adjusted annual revenue and earnings before interest, taxes, depreciation, and amortization (Adjusted EBITDA) performance versus pre-established targets. 2,668 of the time vested RSUs vested on June 5, 2020. In connection with the June 5, 2019 RSU grant, the first tranche of performance based RSUs vested upon achievement of the performance conditions. The reporting person received a grant of 42,867 RSUs, of which (a) 50% are subject to a three-year time based vesting schedule, vesting 33.34% on the first anniversary of the grant date and vesting 33.33% on each of the second and third year anniversaries of the grant date, and (b) 50% are performance based granted in three tranches with each tranche being conditioned upon the achievement of certain adjusted annual revenue and earnings before interest, taxes, depreciation, and amortization (Adjusted EBITDA) performance versus pre-established targets. The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on June 5, 2019 and provides for 100% vesting on the first trading day after the date on which the closing price of the Issuer's common stock has been at least $75 (subject to adjustment) for 60 consecutive trading days (the "Stock Price Goal"), so long as the Stock Price Goal is attained by June 5, 2024 (the previously granted option required the Stock Price Goal be achieved prior to June 5, 2022) and the reporting person has remained in continuous service through such date (both, the "Additional Vesting Conditions"). If the Stock Price Goal is not attained or the Additional Vesting Conditions are not satisfied, then the stock options will terminate and be of no further effect on the earlier of June 5, 2024 or the reporting person's termination of service. /s/ Jack Krause 2020-06-09