SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under
the Securities Exchange Act of 1934
(Amendment No. 5)
The
Lovesac Company
(Name of Issuer)
Common
Stock, par value $0.00001 per share
(Title of Class of Securities)
54738L
109
(CUSIP Number)
Sidney Burke, Esq.
DLA Piper LLP (US)
1251 Avenue of the Americas
New York, New York 10020
(212)
335-4500
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 16, 2020
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 54738L 109 | 13D | 1 |
| 1 | Name of Reporting Person
Andrew R. Heyer |
| 2 | Check the Appropriate Box if a Member of a Group
|
| (a) ☐ (b) ☐ | |
| 3 | SEC Use Only
|
| 4 | Source of Funds
OO |
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
| 6 | Citizenship or Place of Organization
United States |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7 | Sole Voting Power
172,818(1) |
| 8 | Shared Voting Power
2,153,171(2) | |
| 9 | Sole Dispositive Power
172,818(1) | |
| 10 | Shared Dispositive Power
2,153,171(2) |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,325,989(1)(2) |
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
|
| 13 | Percent of Class Represented by Amount in Row (11)
15.85%(3) |
| 14 | Type of Reporting Person
IN |
| (1) | Includes (i) 10,616 restricted stock awards received by Mr. Heyer for his service as a director of The Lovesac Company, a Delaware corporation (the “Issuer”), (ii) 19,661 shares of common stock, par value $0.00001 per share of the Issuer (“Common Stock”) held of record by Andrew R. Heyer 2007 Associates, L.P., an entity which Mr. Heyer controls, and (iii) 13,854 shares of Common Stock held of record by Heyer Investment Management LLC, an entity which Mr. Heyer controls. |
| (2) | Includes shares of Common Stock held by: (i) Mistral Sac Holdings 3, LLC (50,087 shares), which is managed by an affiliated entity controlled by Mr. Heyer, (ii) Mistral Sac Holdings 4, LLC (41,294 shares), which is managed by an affiliated entity controlled by Mr. Heyer, (iii) Mistral Equity Partners, LP (1,555,395 shares), which is managed by an affiliated entity controlled by Mr. Heyer, (iv) Mistral Equity Partners QP, LP (421,399 shares), which is managed by an affiliated entity controlled by Mr. Heyer, and (v) MEP Co-Invest, LLC (84,996 shares), which is managed by an affiliated entity controlled by Mr. Heyer. |
| (3) | Based on 14,533,963 shares of Common Stock outstanding as of September 8, 2020 plus 133,119 shares of Common Stock subsequently issued to Mistral Sac Holdings 3, LLC, Mistral Sac Holdings 4, LLC, Mistral Equity Partners, LP, Mistral Equity Partners QP, LP and MEP Co-Invest, LLC upon the exercise of warrants. |
| CUSIP No. 54738L 109 | 13D | 2 |
| 1 | Name of Reporting Person
Mistral Equity Partners, LP |
| 2 | Check the Appropriate Box if a Member of a Group
|
| (a) ☐ (b) ☐ | |
| 3 | SEC Use Only
|
| 4 | Source of Funds
OO |
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
| 6 | Citizenship or Place of Organization
Delaware |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7 | Sole Voting Power
-0- |
| 8 | Shared Voting Power
1,555,395 | |
| 9 | Sole Dispositive Power
-0- | |
| 10 | Shared Dispositive Power
1,555,395 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,555,395 |
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
|
| 13 | Percent of Class Represented by Amount in Row (11)
10.60%(1) |
| 14 | Type of Reporting Person
OO |
| (1) | Based on 14,533,963 shares of Common Stock outstanding as of September 8, 2020 plus 133,119 shares of Common Stock subsequently issued to Mistral Sac Holdings 3, LLC, Mistral Sac Holdings 4, LLC, Mistral Equity Partners, LP, Mistral Equity Partners QP, LP and MEP Co-Invest, LLC upon the exercise of warrants. |
| CUSIP No. 54738L 109 | 13D | 3 |
Responses to each item of this Statement on Schedule 13D are incorporated by reference into the response to each other item, as applicable.
This Amendment No. 5 (this “Amendment No. 5”) to the original Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 23, 2018 (as amended by Amendment No. 1 filed with the SEC on November 2, 2018, Amendment No. 2 filed with the SEC on June 3, 2019, Amendment No. 3 filed with the SEC on December 23, 2019, and Amendment No. 4 filed with the SEC on July 23, 2019, the “Schedule 13D”) is being filed by Andrew R. Heyer and Mistral Equity Partners, LP.
Except as amended and supplemented hereby, there has been no change in the information contained in the Schedule 13D.
| Item 1: | Security and Issuer |
The information regarding the securities and the Issuer contained in “Item 1. Security and Issuer” contained in the Schedule 13D is not being amended by this Amendment No. 5.
| Item 2: | Identity and Background |
“Item 2. Identity and Background” of the Schedule 13D is hereby amended and restated as follows:
This Schedule 13D is filed jointly on behalf of the following (collectively, the “Reporting Persons”):
| (i) | Andrew R. Heyer, a United States citizen, and | |
| (ii) | Mistral Equity Partners, LP, a Delaware limited partnership (“MEP”). |
The agreement among the Reporting Persons to file this Schedule 13D jointly in accordance with Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as amended, is listed hereto as Exhibit 1.
MEP is managed by an affiliated entity controlled by Mr. Heyer. The principal business of MEP is to invest in securities.
The principal office of each of the Reporting Persons is c/o Mistral Equity Partners, 650 Fifth Avenue, 10th Floor, New York, New York 10019.
None of the Reporting Persons has during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been party to a civil proceeding of a judicial or administrative body of a competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
| Item 3: | Source and Amount of Funds or Other Consideration |
The information regarding the Reporting Persons contained in “Item 3. Source and Amount of Funds or Other Consideration” contained in the Schedule 13D is not being amended by this Amendment No. 5.
| Item 4: | Purpose of Transaction |
“Item 4. Purpose of Transaction” of the Schedule 13D is hereby amended to add the following:
On October 14, 2020, Mistral Equity Partners, LP, which is managed by an affiliated entity controlled by Mr. Heyer, MEP Co-Invest, LLC, which is managed by an affiliated entity controlled by Mr. Heyer, and Mistral Equity Partners, LP, which is managed by an affiliated entity controlled by Mr. Heyer, exercised warrants to purchase an aggregate of 75,000 shares of shares of the Issuer’s common stock for $16 per share. The warrant exercises were made on a cashless basis, resulting in the Issuer withholding 33,262 of the warrant shares to pay the exercise price and issuing to the remaining 41,738 shares to the aforementioned entities.
On October 14, 2020, Mistral Sac Holdings 3, LLC, which is managed by an affiliated entity controlled by Mr. Heyer, exercised a warrant to purchase 90,000 shares of the Issuer’s common stock for $16 per share. The warrant exercise was made on a cashless basis, resulting in the Issuer withholding 39,913 of the warrant shares to pay the exercise price and issuing to the remaining 50,087 shares to Mistral Sac Holdings 3, LLC.
On October 14, 2020, Mistral Sac Holdings 4, LLC, which is managed by an affiliated entity controlled by Mr. Heyer, exercised a warrant to purchase 74,200 shares of the Issuer’s common stock for $16 per share. The warrant exercise was made on a cashless basis, resulting in the Issuer withholding 32,906 of the warrant shares to pay the exercise price and issuing to the remaining 41,294 shares to Mistral Sac Holdings 4, LLC.
| CUSIP No. 54738L 109 | 13D | 4 |
On October 16, 2020, Mistral Equity Partners, LP, Mistral Equity Partners QP, LP, and MEP Co-Invest, LLC sold 112,047, 29,879 and 7,470 shares of the Issuer’s common stock, respectively, in open market transactions at an average sales price of $35.49 per share. On October 19, 2020, Mistral Equity Partners, LP, Mistral Equity Partners QP, LP, and MEP Co-Invest, LLC sold 18,113, 4,830 and 1,208 shares of the Issuer’s common stock, respectively, in open market transactions at an average sales price of $34.83 per share.
On October 19, 2020, Mistral Equity Partners, LP, Mistral Equity Partners QP, LP, and MEP Co-Invest, LLC entered into a Rule 10b5-1 Sales Plan (the “10b5-1 Plan”) with Stifel, Nicolaus & Company, Incorporated (“Stifel”). Pursuant to the 10b5-1 Plan, Stifel may sell up to an aggregate of 450,000 shares of the Issuer’s common stock owned by such entities, subject to the satisfaction of certain conditions, including, among others, minimum trading prices. The 10b5-1 Plan will terminate on the earlier of the date on which all of the shares to be sold under the 10b5-1 Plan are sold or the date the 10b5-1 Plan is otherwise terminated.
| Item 5: | Interest in Securities of the Issuer |
“Item 5. Interests in Securities of the Issuer” of the Schedule 13D is hereby amended and restated as follows:
(a) and (b)
| Reporting Persons | Number of Shares With Sole Voting and Dispositive Power | Number of Shares With Shared Voting and Dispositive Power | Aggregate Number of Shares Beneficially Owned | Percentage of Class Beneficially Owned+ | ||||||||||||
| Andrew R. Heyer(1) | 172,818 | (1) | 2,153,171 | (2) | 2,325,989 | 15.85 | % | |||||||||
| Mistral Equity Partners, LP | - | 1,555,395 | 1,555,395 | 10.60 | % | |||||||||||
| + | Based on 14,533,963 shares of Common Stock outstanding as of September 8, 2020 plus 133,119 shares of Common Stock subsequently issued to Mistral Sac Holdings 3, LLC, Mistral Sac Holdings 4, LLC, Mistral Equity Partners, LP, Mistral Equity Partners QP, LP and MEP Co-Invest, LLC upon the exercise of warrants. |
| (1) | Includes (i) 10,616 restricted stock awards received by Mr. Heyer for his service as a director of The Lovesac Company, a Delaware corporation (the “Issuer”), (ii) 19,661 shares of common stock, par value $0.00001 per share of the Issuer (“Common Stock”) held of record by Andrew R. Heyer 2007 Associates, L.P., an entity which Mr. Heyer controls, and (iii) 13,854 shares of Common Stock held of record by Heyer Investment Management LLC, an entity which Mr. Heyer controls. |
| (2) | Includes shares of Common Stock of the Issuer held by: (i) Mistral Sac Holdings 3, LLC (50,087 shares), which is managed by an affiliated entity controlled by Mr. Heyer, (ii) Mistral Sac Holdings 4, LLC (41,294 shares), which is managed by an affiliated entity controlled by Mr. Heyer, (iii) Mistral Equity Partners, LP (1,555,395 shares), which is managed by an affiliated entity controlled by Mr. Heyer, (iv) Mistral Equity Partners QP, LP (421,399 shares), which is managed by an affiliated entity controlled by Mr. Heyer, and (v) MEP Co-Invest, LLC (84,996 shares), which is managed by an affiliated entity controlled by Mr. Heyer. |
(c) There have been no reportable transactions with respect to the Common Stock of the Issuer within the last 60 days by the Reporting Persons other than as described in this Statement on Schedule 13D.
(d) Not applicable.
(e) Not applicable.
| Item 6: | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
“Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer” of the Schedule 13D is hereby amended to add the following:
The description of the 10b5-1 Plan disclosed in Item 4 is hereby incorporated by reference into this Item 6.
| Item 7: | Material to be Filed as Exhibits. |
The information regarding the Reporting Persons contained in “Item 7. Material to be Filed as Exhibits” contained in the Schedule 13D is not being amended by this Amendment No. 5.
| CUSIP No. 54738L 109 | 13D | 5 |
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement with respect to such person is true, complete and correct.
Dated: October 21, 2020
| ANDREW R. HEYER | |
| /s/ Andrew R. Heyer |
| MISTRAL EQUITY PARTNERS, LP | ||
| By: Mistral Equity GP, LLC, its general partner | ||
| By: | /s/ Andrew R. Heyer | |
| Name: | Andrew R. Heyer | |
| Title: | Chief Executive Officer | |