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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrant (right to buy) | $ 16 | 10/14/2020 | X | 75,000 | 05/30/2017 | 06/29/2021 | Common Stock | 75,000 | $ 0 | 0 | I | See footnotes (1) (4) | |||
Warrant (right to buy) | $ 16 | 10/14/2020 | X | 90,000 | 05/30/2017 | 06/29/2021 | Common Stock | 90,000 | $ 0 | 0 | I | See footnotes (2) (4) | |||
Warrant (right to buy) | $ 16 | 10/14/2020 | X | 74,200 | 10/19/2017 | 06/29/2021 | Common Stock | 74,200 | $ 0 | 0 | I | See footnotes (3) (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HEYER ANDREW R TWO LANDMARK SQUARE, SUITE 300 STAMFORD, CT 06901 |
X | X |
/s/ Andrew S. Heyer | 10/16/2020 | |
**Signature of Reporting Person | Date |
* | 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) | On October 14, 2020, Mistral Equity Partners, LP ("MEP, LP"), MEP Co-Invest, LLC ("MEP Co-Invest"), and Mistral Equity Partners QP, LP ("Mistral QP" and together with MEP, LP and MEP Co-Invest, the "Mistral Funds") exercised warrants to purchase a total of 75,000 shares of Lovesac common stock for $16 per share. The Mistral Funds paid the exercise price on a cashless basis, resulting in Lovesac's withholding of 33,260 of the warrant shares to pay the exercise price and issuing to the Mistral Funds the remaining 41,740 shares. |
(2) | On October 14, 2020, Mistral Sac Holdings 3, LLP ("MSH3") exercised a warrant to purchase 90,000 shares of Lovesac common stock for $16 per share. MSH3 paid the exercise price on a cashless basis, resulting in Lovesac's withholding of 39,913 of the warrant shares to pay the exercise price and issuing to MSH3 the remaining 50,087 shares. |
(3) | On October 14, 2020, Mistral Sac Holdings 4, LLP ("MSH4") exercised a warrant to purchase 74,200 shares of Lovesac common stock for $16 per share. MSH4 paid the exercise price on a cashless basis, resulting in Lovesac's withholding of 32,906 of the warrant shares to pay the exercise price and issuing to MSH4 the remaining 41,294 shares. |
(4) | 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 MSH3, MSH4 and the Mistral Funds. Each of the Mistral Funds is controlled by Mr. Heyer. Mr. Heyer disclaims beneficial ownership of the securities owned by MSH3, MSH4 and the Mistral Funds, except to the extent of Mr. Heyer's pecuniary interest therein. |