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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 | ||||||||
Common Stock Warrants (right to buy) | $ 16 | 12/11/2020 | D | 243,775 | 10/19/2017 | 06/29/2021 | Common Stock | 243,775 | $ 0 | 0 | I | See footnote (5) | |||
Common Stock Warrants (right to buy) | $ 16 | 12/11/2020 | D | 106,225 | 10/19/2017 | 06/29/2021 | Common Stock | 106,225 | $ 0 | 0 | I | See footnote (5) | |||
Common Stock Warrants (right to buy) | $ 16 | 12/11/2020 | D | 97,510 | 03/27/2017 | 06/29/2021 | Common Stock | 97,510 | $ 0 | 0 | I | See footnote (5) | |||
Common Stock Warrants (right to buy) | $ 16 | 12/11/2020 | D | 42,490 | 03/27/2017 | 06/29/2021 | Common Stock | 42,490 | $ 0 | 0 | I | See footnote (5) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Satori Capital, LLC 2501 N. HARWOOD ST., 20TH FLOOR DALLAS, TX 75201 |
X | Affiliate of reporting person | ||
Grafer John Richard C/O THE LOVESAC COMPANY TWO LANDMARK SQUARE, SUITE 300 STAMFORD,, CT 06901 |
X | |||
SCGPM, LLC 2501 N. HARWOOD ST., 20TH FLOOR DALLAS,, TX 75201 |
Affiliate of reporting person | |||
Satori Capital Strategic Opportunities GP, LLC 2501 N. HARWOOD ST., 20TH FLOOR DALLAS,, TX 75201 |
Affiliate of reporting person | |||
Satori Capital III GP, LLC 2501 N. HARWOOD ST., 20TH FLOOR DALLAS,, TX 75201 |
Affiliate of reporting person | |||
Satori Capital Strategic Opportunities, LP 2501 N. HARWOOD ST., 20TH FLOOR DALLAS,, TX 75201 |
Affiliate of reporting person | |||
Satori Capital III, LP 2501 N. HARWOOD ST., 20TH FLOOR DALLAS,, TX 75201 |
Affiliate of reporting person | |||
VANDERBECK SUNNY 2501 N. HARWOOD ST., 20TH FLOOR DALLAS,, TX 75201 |
Affiliate of reporting person | |||
Eisenman Randy 2501 N. HARWOOD ST., 20TH FLOOR DALLAS,, TX 75201 |
Affiliate of reporting person |
Satori Capital, LLC By: /s/ Sunny Vanderbeck Title: President | 12/15/2020 | |
**Signature of Reporting Person | Date | |
/s/ John Richard Grafer | 12/15/2020 | |
**Signature of Reporting Person | Date | |
SCGPM, LLC By: /s/ Sunny Vanderbeck Title: President | 12/15/2020 | |
**Signature of Reporting Person | Date | |
Satori Capital Strategic Opportunities GP, LLC By: SCGPM, LLC, its Manager, By: /s/ Sunny Vanderbeck Title: President | 12/15/2020 | |
**Signature of Reporting Person | Date | |
Satori Capital III GP, LLC By: SCGPM, LLC, its Manager, By: /s/ Sunny Vanderbeck Title: President | 12/15/2020 | |
**Signature of Reporting Person | Date | |
Satori Capital Strategic Opportunities, LP By: Satori Capital Strategic Opportunities GP, LLC, its General Partner, By: SCGPM, LLC, its Manager, By: /s/ Sunny Vanderbeck Title: President | 12/15/2020 | |
**Signature of Reporting Person | Date | |
Satori Capital III, LP By: Satori Capital III GP, LLC, its General Partner, By: SCGPM, LLC, its Manager, By: /s/ Sunny Vanderbeck Title: President | 12/15/2020 | |
**Signature of Reporting Person | Date | |
/s/ Sunny Vanderbeck | 12/15/2020 | |
**Signature of Reporting Person | Date | |
/s/ Randy Eisenman | 12/15/2020 | |
**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 December 11, 2020, Satori Capital Strategic Opportunities, LP ("Satori CSO") exercised warrants to purchase 243,775 shares of Lovesac common stock for $16 per share. Satori CSO paid the exercise price on a cashless basis, resulting in Lovesac's withholding of 97,052 of the warrant shares to pay the exercise price and issuing to Satori CSO the remaining 146,723 shares. |
(2) | On December 11, 2020, Satori Capital III, LP ("SCIII") exercised warrants to purchase 106,225 shares of Lovesac common stock for $16 per share. SCIII paid the exercise price on a cashless basis, resulting in Lovesac's withholding of 42,290 of the warrant shares to pay the exercise price and issuing to SCIII the remaining 63,935 shares. |
(3) | On December 11, 2020, Satori CSO exercised warrants to purchase 97,510 shares of Lovesac common stock for $16 per share. Satori CSO paid the exercise price on a cashless basis, resulting in Lovesac's withholding of 38,820 of the warrant shares to pay the exercise price and issuing to Satori CSO the remaining 58,690 shares. |
(4) | On December 11, 2020, SCIII exercised warrants to purchase 42,490 shares of Lovesac common stock for $16 per share. SCIII paid the exercise price on a cashless basis, resulting in Lovesac's withholding of 16,916 of the warrant shares to pay the exercise price and issuing to SCIII the remaining 25,574 shares. |
(5) | Satori Capital Strategic Opportunities GP, LLC ("Satori CSOGP"), is the general partner of Satori CSO and Satori Capital III GP, LLC ("SCIIIGP"), is the general partner of SCIII. SCGPM, LLC ("SCGPM") is the manager of Satori CSOGP and SCIII and may be deemed to share voting and dispositive power with respect to the shares held by Satori CSO and SCIII. SCGPM is wholly owned and controlled by Satori Capital, LLC ("Satori Capital"), which is indirectly owned and controlled by Sunny Vanderbeck and Randy Eisenman through entities that Sunny Vanderbeck or Randy Eisenman own or control. By reason of the provisions of Rule 16a-1 of the Exchange Act, Mr. Grafer may be deemed to have beneficial ownership of certain of the securities that are beneficially owned by Satori CSO and SCIII. Mr. Grafer disclaims beneficial ownership of the securities owned by Satori CSO and SCIII, 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. |