UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 5)*
Under the Securities Exchange Act of 1934
The Lovesac Company
(Name of Issuer)
Common Stock, par value $0.00001 per share
(Titles of Class of Securities)
54738L109
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out of 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 in 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, as amended (the “Act”) 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).
| 1 |
NAME OF REPORTING PERSON
Satori Capital, LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
- 0 - |
| 6 |
SHARED VOTING POWER
465,457 | |
| 7 |
SOLE DISPOSITIVE POWER
- 0 - | |
| 8 |
SHARED DISPOSITIVE POWER
465,457 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
465,457 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.1% (1) |
| 12 |
TYPE OF REPORTING PERSON
OO |
| (1) | Based on 15,123,084 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of December 7, 2021, based on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (“Commission”) on December 9, 2021. |
2
| 1 |
NAME OF REPORTING PERSON
SCGPM, LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
- 0 - |
| 6 |
SHARED VOTING POWER
465,203 | |
| 7 |
SOLE DISPOSITIVE POWER
- 0 - | |
| 8 |
SHARED DISPOSITIVE POWER
465,203 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
465,203 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.1% (2) |
| 12 |
TYPE OF REPORTING PERSON
OO |
| (2) | Based on 15,123,084 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of December 7, 2021, based on the Issuer’s Form 10-Q filed with the Commission on December 9, 2021. |
3
| 1 |
NAME OF REPORTING PERSON
Sunny Vanderbeck |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
- 0 - |
| 6 |
SHARED VOTING POWER
465,457 | |
| 7 |
SOLE DISPOSITIVE POWER
- 0 - | |
| 8 |
SHARED DISPOSITIVE POWER
465,457 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
465,457 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.1% (3) |
| 12 |
TYPE OF REPORTING PERSON
IN |
| (3) | Based on 15,123,084 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of December 7, 2021, based on the Issuer’s Form 10-Q filed with the Commission on December 9, 2021. |
4
| 1 |
NAME OF REPORTING PERSON
Randy Eisenman |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
- 0 - |
| 6 |
SHARED VOTING POWER
465,457 | |
| 7 |
SOLE DISPOSITIVE POWER
- 0 - | |
| 8 |
SHARED DISPOSITIVE POWER
465,457 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
465,457 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.1% (4) |
| 12 |
TYPE OF REPORTING PERSON
IN |
| (4) | Based on 15,123,084 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of December 7, 2021, based on the Issuer’s Form 10-Q filed with the Commission on December 9, 2021. |
5
| 1 |
NAME OF REPORTING PERSON
Satori Capital Strategic Opportunities GP, LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
- 0 - |
| 6 |
SHARED VOTING POWER
324,014 | |
| 7 |
SOLE DISPOSITIVE POWER
- 0 - | |
| 8 |
SHARED DISPOSITIVE POWER
324,014 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
324,014 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.1% (5) |
| 12 |
TYPE OF REPORTING PERSON
OO |
| (5) | Based on 15,123,084 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of December 7, 2021, based on the Issuer’s Form 10-Q filed with the Commission on December 9, 2021. |
6
| 1 |
NAME OF REPORTING PERSON
Satori Capital Strategic Opportunities, LP |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
- 0 - |
| 6 |
SHARED VOTING POWER
324,014 | |
| 7 |
SOLE DISPOSITIVE POWER
- 0 - | |
| 8 |
SHARED DISPOSITIVE POWER
324,014 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
324,014 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.1% (6) |
| 12 |
TYPE OF REPORTING PERSON
PN |
| (6) | Based on 15,123,084 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of December 7, 2021, based on the Issuer’s Form 10-Q filed with the Commission on December 9, 2021. |
7
| 1 |
NAME OF REPORTING PERSON
Satori Capital III GP, LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
- 0 - |
| 6 |
SHARED VOTING POWER
141,189 | |
| 7 |
SOLE DISPOSITIVE POWER
- 0 - | |
| 8 |
SHARED DISPOSITIVE POWER
141,189 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
141,189 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.9% (7) |
| 12 |
TYPE OF REPORTING PERSON
OO |
| (7) | Based on 15,123,084 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of December 7, 2021, based on the Issuer’s Form 10-Q filed with the Commission on December 9, 2021. |
8
| 1 |
NAME OF REPORTING PERSON
Satori Capital III, LP |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
- 0 - |
| 6 |
SHARED VOTING POWER
141,189 | |
| 7 |
SOLE DISPOSITIVE POWER
- 0 - | |
| 8 |
SHARED DISPOSITIVE POWER
141,189 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
141,189 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.9% (8) |
| 12 |
TYPE OF REPORTING PERSON
PN |
| (8) | Based on 15,123,084 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of December 7, 2021, based on the Issuer’s Form 10-Q filed with the Commission on December 9, 2021. |
9
| Item 1(a). | Name of Issuer: |
The Lovesac Company (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
Two Landmark Square, Suite 300
Stamford, CT 06901
| Item 2(a). | Name of Person Filing: |
This Schedule 13G is being filed jointly by Satori Capital, LLC (“Satori Capital”), SCGPM, LLC (“SCGPM”), Satori Capital Strategic Opportunities GP, LLC (“Satori CSOGP”), Satori Capital Strategic Opportunities, LP (“Satori CSO”), Satori Capital III GP, LLC (“SCIIIGP”), Satori Capital III, LP (“SCIII”), Sunny Vanderbeck and Randy Eisenman (each, a “Reporting Person” and, together, the “Reporting Persons”), pursuant to an Agreement of Joint Filing filed herewith in accordance with Rule 13d-1(k)(1) under the Act.
SCGPM is wholly owned and controlled by 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. SCGPM is the manager of Satori CSOGP and SCIIIGP and may be deemed to share voting and dispositive power with respect to the shares held by Satori CSO and SCIII. Satori CSOGP, is the general partner of Satori CSO, which directly holds 324,014 shares of Common Stock. SCIIIGP is the general partner of SCIII, which directly holds 141,189 shares of Common Stock. Numbers of shares of Common Stock beneficially owned by Satori Capital, Mr. Vanderbeck and Mr. Eisenman also include shares of Common Stock issued in respect of certain restricted stock units (“RSUs”) granted to John Grafer, a partner at Satori Capital, by the Issuer, in connection with his service as a member of the board of directors of the Issuer. Pursuant to the policies of Satori Capital, Mr. Grafer holds the RSUs granted to him by the Issuer as a nominee on behalf, and for the sole benefit, of Satori Capital. Mr. Grafer disclaims beneficial ownership of any such RSUs and any Common Stock issued in respect thereof, and is not a beneficial owner of such securities or any of the other securities reported herein for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Each of Satori CSOGP, SCIIIGP, SCGPM, Satori Capital, Mr. Vanderbeck, Mr. Eisenman and each entity through which Mr. Vanderbeck and Mr. Eisenman indirectly owns or controls Satori Capital disclaims beneficial ownership of the securities held by Satori CSO and SCIII.
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
The principal business address of each of the Reporting Persons is as follows:
2501 N. Harwood St., 20th Floor, Suite 2001
Dallas, Texas 75201
| Item 2(c). | Citizenship: |
See response to Item 4 of each of the cover pages.
| Item 2(d). | Titles of Classes of Securities: |
Common Stock, $0.00001 par value (“Common Stock”)
| Item 2(e). | CUSIP Number: |
54738L109
10
| Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n): |
| (a) | ☐ Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o). |
| (b) | ☐ Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). |
| (c) | ☐ Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). |
| (d) | ☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
| (e) | ☐ Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). |
| (f) | ☐ Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). |
| (g) | ☐ Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
| (h) | ☐ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (13 U.S.C. 1813). |
| (i) | ☐ Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3). | |
| (j) | ☐ Non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J). |
| (k) | ☐ Group in accordance with §240.13d-1(b)(1)(ii)(K). | |
| If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ______________ | ||
| Item 4. | Ownership |
| (a) | Amount Beneficially Owned: | |
| See responses to Item 9 on each cover page. | ||
| (b) | Percent of Class: | |
| See responses to Item 11 on each cover page. |
| (c) | Number of shares as to which such person has: | ||
| (i) |
Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page. | ||
| (ii) |
Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page. | ||
| (iii) |
Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page. | ||
| (iv) |
Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page. | ||
11
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not Applicable.
| Item 10. | Certification. |
Not Applicable.
12
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: January 19, 2022
Satori Capital, LLC | ||
| By: | /s/ Sunny Vanderbeck | |
| Name: | Sunny Vanderbeck | |
| Title: | President | |
SCGPM, LLC | ||
| By: | /s/ Sunny Vanderbeck | |
| Name: | Sunny Vanderbeck | |
| Title: | President | |
| Satori Capital Strategic Opportunities GP, LLC | ||
By: |
SCGPM, LLC, its Manager | |
| By: | /s/ Sunny Vanderbeck | |
| Name: | Sunny Vanderbeck | |
| Title: | President | |
| Satori Capital III GP, LLC | ||
| By: | SCGPM, LLC, its Manager | |
| By: | /s/ Sunny Vanderbeck | |
| Name: | Sunny Vanderbeck | |
| Title: | President | |
| Satori Capital Strategic Opportunities, LP | ||
| By: | Satori Capital Strategic Opportunities GP, LLC, its General Partner | |
| By: | SCGPM, LLC, its Manager | |
| By: | /s/ Sunny Vanderbeck | |
| Name: | Sunny Vanderbeck | |
| Title: | President | |
| Satori Capital III, LP | ||
| By: | Satori Capital III GP, LLC, its General Partner | |
| By: | SCGPM, LLC, its Manager | |
| By: | /s/ Sunny Vanderbeck | |
| Name: | Sunny Vanderbeck | |
| Title: | President | |
Sunny Vanderbeck | ||
| By: | /s/ Sunny Vanderbeck | |
| Name: | Sunny Vanderbeck | |
| Randy Eisenman | ||
| By: | /s/ Randy Eisenman | |
| Name: | Randy Eisenman | |
13