FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Dellomo Donna
  2. Issuer Name and Ticker or Trading Symbol
Lovesac Co [LOVE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP and CFO
(Last)
(First)
(Middle)
TWO LANDMARK SQUARE, SUITE 300
3. Date of Earliest Transaction (Month/Day/Year)
06/05/2020
(Street)

STAMFORD, CT 06901
4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock, $0.00001 par value 06/05/2020   A   1,049 A $ 0 66,915 D  
Common Stock, $0.00001 par value 06/05/2020   F   464 D $ 17.84 66,451 D  
Common Stock, $0.00001 par value 06/05/2020   A   1,049 A $ 0 67,500 D  
Common Stock, $0.00001 par value 06/05/2020   F   464 D $ 17.84 67,036 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) 06/05/2020   M     1,049   (2)   (2) Common Stock 1,049 $ 0 5,242 D  
Restricted Stock Units (1) 06/05/2020   M     1,049   (3)   (3) Common Stock 1,049 $ 0 4,193 D  
Restricted Stock Units (1) 06/05/2020   A   16,331     (4)   (4) Common Stock 16,331 $ 0 16,331 D  
Nonstatutory Stock Option (Right to Buy) $ 38.1 06/05/2020   D(5)     55,041   (5) 06/05/2029 Common Stock 55,041 (5) 0 D  
Nonstatutory Stock Option (Right to Buy) $ 38.1 06/05/2020   A(5)   55,041     (5) 06/05/2029 Common Stock 55,041 (5) 55,041 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Dellomo Donna
TWO LANDMARK SQUARE, SUITE 300
STAMFORD, CT 06901
      EVP and CFO  

Signatures

 /s/ Donna Dellomo   06/09/2020
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Each restricted stock unit ("RSU") represents the contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock.
(2) On June 5, 2019, the reporting person received a grant of 6,291 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. 1,049 of the time vested RSUs vested on June 5, 2020.
(3) In connection with the June 5, 2019 RSU grant, the first tranche of performance based RSUs vested upon achievement of the performance conditions.
(4) The reporting person received a grant of 16,331 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.
(5) 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.

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