Statement of Changes in Beneficial Ownership (4)
October 04 2019 - 5:01PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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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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1. Name and Address of Reporting Person
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Grafer John Richard |
2. Issuer Name and Ticker or Trading Symbol
Lovesac Co
[
LOVE
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O THE LOVESAC COMPANY, TWO LANDMARK SQUARE, SUITE 300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/2/2019
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(Street)
STAMFORD, CT 06901
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code (Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)
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8. Price of Derivative Security (Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
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(1)
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10/2/2019
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A
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3245
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(2)
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(2)
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Common Stock
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3245
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$0
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3245
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I
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See Footnote (4)
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Restricted Stock Units
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(1)
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10/2/2019
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A
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3245
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(3)
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(3)
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Common Stock
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3245
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$0
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3245
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I
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See Footnote (4)
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Explanation of Responses:
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(1)
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Each restricted stock unit ("RSU") represents the contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock.
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(2)
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The reporting person received a grant of 3,245 RSUs, all of which vest on October 2, 2020.
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(3)
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The reporting person received a grant of 3,245 RSUs, of which 1,623 vest on October 2, 2020 and 1,622 vest on October 2, 2021.
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(4)
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The RSUs were granted to Mr. Grafer, a partner at Satori Capital, LLC ("Satori Capital"), in connection with his service as a member of the board of directors of the Issuer. Pursuant to the policies of Satori Capital, Mr. Grafer holds these RSUs as a nominee on behalf, and for the sole benefit, of Satori Capital. Mr. Grafer disclaims beneficial ownership of the RSUs, and the filing of this Form 4 shall not be deemed an admission that Mr. Grafer is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Satori Capital is indirectly owned and controlled by Sunny Vanderbeck and Randy Eisenman through entities that Sunny Vanderbeck or Randy Eisenman own or control.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Grafer John Richard C/O THE LOVESAC COMPANY TWO LANDMARK SQUARE, SUITE 300 STAMFORD, CT 06901
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X
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Satori Capital, LLC 2501 N. HARWOOD ST., 20TH FLOOR DALLAS, TX 75201
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X
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X
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VANDERBECK SUNNY 2501 N. HARWOOD ST., 20TH FLOOR DALLAS, TX 75201
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X
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Eisenman Randy 2501 N. HARWOOD ST., 20TH FLOOR DALLAS, TX 75201
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X
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Signatures
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/s/ John Grafer
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10/4/2019
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**Signature of Reporting Person
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Date
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Satori Capital, LLC; By /s/ Sunny Vanderbeck; Title: President
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10/4/2019
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**Signature of Reporting Person
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Date
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Sunny Vanderbeck; By: /s/ Sunny Vanderbeck
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10/4/2019
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**Signature of Reporting Person
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Date
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Randy Eisenman; By: /s/ Randy Eisenman
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10/4/2019
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**Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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