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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HEYER ANDREW R TWO LANDMARK SQUARE, SUITE 300 STAMFORD, CT 06901 |
X | X | ||
Mistral Equity Partners, LP 650 FIFTH AVENUE 10TH FLOOR NEW YORK, NY 10019 |
X |
/s/ Andrew R. Heyer | 12/11/2020 | |
**Signature of Reporting Person | Date | |
/s/ Andrew R. Heyer (as Chief Executive Officer of Mistral Equity GP, LLC, the general partner of Mistral Equity Partners, LP. | 12/11/2020 | |
**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) | Represents shares sold by Mistral Equity Partners, LP ("MEP, LP"), a 10% owner of the issuer. |
(2) | Represents shares sold by MEP Co-Invest, LLC ("MEP Co-Invest"). |
(3) | Represents shares sold by Mistral Equity Partners QP, LP ("Mistral QP" and together with MEP, LP and MEP Co-Invest, the "Mistral Funds"). The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 plan adopted by the Mistral Funds on October 19, 2020. |
(4) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from (a) with respect to the weighted average price of $37.76: $37.00 to $37.995;(b) with respect to the weighted average price of $38.45: $38.00 to $38.995; (c) with respect to the weighted average price of $39.37: $39.00 to $39.89; (d) with respect to the weighted average price of $40.20: $40.00 to $40.50; (e) with respect to the weighted average price of $40.32: $40.00 to $40.99; and (f) with respect to the weighted average price of $41.12: $41.00 to $41.25. The reporting persons undertake to provide to The Lovesac Company, any security holder of The Lovesac Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (4). |
(5) | 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 the Mistral Funds, Mistral Sac Holdings 3, LLP ("MSH3") and Mistral Sac Holdings 4, LLP ("MSH4"). 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. |
(6) | These shares are owned directly by Andrew S. Heyer. |
(7) | These shares are held by Heyer Investment Management, LLC and Andrew R. Heyer 2007 Associates, L.P., each of which Mr. Heyer controls. |
(8) | These shares are owned directly by MEP, LP. |