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 *
HEYER ANDREW R
  2. Issuer Name and Ticker or Trading Symbol
Lovesac Co [LOVE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
TWO LANDMARK SQUARE,, SUITE 300
3. Date of Earliest Transaction (Month/Day/Year)
01/14/2021
(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 01/14/2021   J(1)   301,246 D $ 0 1,076,262 I See footnote (2)
Common stock, $0.00001 par value 01/14/2021   J(3)   81,726 D $ 0 994,536 I See footnote (2)
Common stock, $0.00001 par value 01/14/2021   J(4)   17,028 D $ 0 977,508 I See footnote (2)
Common stock, $0.00001 par value 01/15/2021   S   2,640 (5) D $ 50.02 (6) 974,868 I See footnote (2)
Common stock, $0.00001 par value 01/15/2021   S   702 (7) D $ 50.02 (6) 974,166 I See footnote (2)
Common stock, $0.00001 par value 01/14/2021   J(8)   17,141 A $ 0 157,599 D (9)  
Common stock, $0.00001 par value 01/14/2021   J(10)   1,575 A $ 0 38,287 I See footnotes (11)

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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HEYER ANDREW R
TWO LANDMARK SQUARE,
SUITE 300
STAMFORD, CT 06901
  X      

Signatures

 /s/ Andrew R. Heyer   01/19/2021
**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) Represents a pro rata distribution of shares of the registrant's common stock from Mistral Equity Partners, LP to its members ("Mistral LP").
(2) These securities are held by the Mistral Funds (as defined below). 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. Each of the Mistral Funds is controlled by Mr. Heyer. Mr. Heyer disclaims beneficial ownership of the securities owned by the Mistral Funds, except to the extent of Mr. Heyer's pecuniary interest therein.
(3) Represents a pro rata distribution of shares of the registrant's common stock from Mistral Equity Partners QP, LP ("Mistral QP") to its members.
(4) Represents a distribution of shares of the registrant's common stock from MEP Co-Invest, LLC ("MEP LLC") to its sole member (Mistral LP, Mistral QP and MEP LLC. are referred to herein as the "Mistral Funds").
(5) Represents shares sold by Mistral LP.
(6) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.00 to $50.08. The reporting person undertakes 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 (6).
(7) Represents shares sold by Mistral QP.
(8) Represents shares received by Mr. Heyer pursuant to the distributions described in footnotes (1) and (4).
(9) These shares are owned directly by Mr. Heyer.
(10) Represents shares received by Heyer Investment Management, LLC and Andrew R. Heyer 2007 Associates, L.P. pursuant to the distribution described in footnote (1).
(11) These shares are held by Heyer Investment Management, LLC and Andrew R. Heyer 2007 Associates, L.P., each of which Mr. Heyer controls.

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