SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Grafer John Richard

(Last)

(First)

(Middle)

C/O THE LOVESAC COMPANY

TWO LANDMARK SQUARE, SUITE 300

(Street)

STAMFORD

06901

(City)

(State)

(Zip)

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)	X	Other (specify below)
Affiliate of reporting person

3. Date of Earliest Transaction (Month/Day/Year)
06/11/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

**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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

**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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	06/11/2024		A		4,808		⁽²⁾	⁽²⁾	Common Stock	4,808	$0.00	4,808	I	See Footnote⁽³⁾

1. Name and Address of Reporting Person^*

Grafer John Richard

(Last)

(First)

(Middle)

C/O THE LOVESAC COMPANY

TWO LANDMARK SQUARE, SUITE 300

(Street)

STAMFORD

06901

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Satori Capital, LLC

(Last)

(First)

(Middle)

C/O THE LOVESAC COMPANY

TWO LANDMARK SQUARE, SUITE 300

(Street)

STAMFORD

06901

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SCGPM, LLC

(Last)

(First)

(Middle)

2501 N. HARWOOD ST., 20TH FLOOR

(Street)

DALLAS

75201

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Satori Capital Strategic Opportunities GP, LLC

(Last)

(First)

(Middle)

2501 N. HARWOOD ST., 20TH FLOOR

(Street)

DALLAS

75201

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Satori Capital III GP, LLC

(Last)

(First)

(Middle)

2501 N. HARWOOD ST., 20TH FLOOR

(Street)

DALLAS

75201

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Satori Capital Strategic Opportunities, LP

(Last)

(First)

(Middle)

2501 N. HARWOOD STREET

20TH FLOOR

(Street)

DALLAS

75201

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Satori Capital III, LP

(Last)

(First)

(Middle)

2501 N. HARWOOD STREET

20TH FLOOR

(Street)

DALLAS

75201

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Satori Co-Investment Partners, LP

(Last)

(First)

(Middle)

2501 N. HARWOOD STREET

20TH FLOOR

(Street)

DALLAS

75201

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

VANDERBECK SUNNY

(Last)

(First)

(Middle)

2501 N. HARWOOD ST., 20TH FLOOR

(Street)

DALLAS

75201

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Eisenman Randy

(Last)

(First)

(Middle)

2501 N. HARWOOD ST., 20TH FLOOR

(Street)

DALLAS

75201

(City)

(State)

(Zip)

Explanation of Responses:

1. Each RSU represents the contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock.

2. The Reporting Person received a grant of RSUs of which 100% are subject to vesting on June 11, 2025.

3. The RSUs were granted to Mr. Grafer, a partner at Satori Capital, LLC ("Satori Capital"), 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 these RSUs as a nominee on behalf, and for the sole benefit, of Satori Capital. Mr. Grafer disclaims beneficial ownership of the RSUs, 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. Satori Capital is indirectly owned and controlled by Sunny Vanderbeck and Randy Eisenman through entities that Sunny Vanderbeck or Randy Eisenman own or control.

	/s/ John Richard Grafer	06/13/2024
	SCGPM, LLC By: Sunny Vanderbeck Title: President	06/13/2024
	Satori Capital Strategic Opportunities GP, LLC By: SCGPM, LLC, its Manager, By: Sunny Vanderbeck Title: President	06/13/2024
	Satori Capital III GP, LLC By: SCGPM, LLC, its Manager, By: Sunny Vanderbeck Title: President	06/13/2024
	Satori Capital Strategic Opportunities, LP By: Satori Capital Strategic Opportunities GP, LLC, its General Partner, By: SCGPM, LLC, its Manager, By: Sunny Vanderbeck Title: President	06/13/2024
	Satori Capital III, LP By: Satori Capital III GP, LLC, its General Partner, By: SCGPM, LLC, its Manager, By: Sunny Vanderbeck Title: President	06/13/2024
	Satori Co-Investment Partners LP By: Satori Co-Investment Partners GP, LLC, its General Partner, By: SCGPM, LLC, its Manager, By: Sunny Vanderbeck Title: President	06/13/2024
	/s/ Sunny Vanderbeck	06/13/2024
	/s/ Randy Eisenman	06/13/2024
	** Signature of Reporting Person	Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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 Number.