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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 | ||||||||
Restricted Stock Units | (3) | 02/25/2022 | M | 3,245 | (4) | (4) | Common Stock | 3,245.00 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Fox Mary C/O THE LOVESAC COMPANY TWO LANDMARK SQUARE, SUITE 300 STAMFORD, CT 06901 |
President and COO |
/s/ Megan C. Preneta, Attorney-in-Fact | 03/01/2022 | |
**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) | The reported shares were acquired upon the vesting of time-vesting restricted stock units ("RSUs") granted to the Reporting Person on February 25, 2020 in connection with her appointment to the Issuer's Board of Directors. In connection with the Reporting Person's resignation from the Board and appointment to the role of President and COO of the Issuer on November 15, 2021, the Board of Directors of the Issuer determined the Reporting Person would retain a pro-rated number of the reported RSUs and the remainder of the RSUs would be forfeited for no consideration. |
(2) | The reported shares were withheld to satisfy the Reporting Person's tax liability in connection with the settlement of the second tranche of RSUs granted on February 25, 2020 that vested on February 25, 2022. No shares were sold. |
(3) | Each restricted stock unit ("RSU") represents the contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock. |
(4) | The Reporting Person received a grant of 3,245 RSUs, of which 50% vested on February 25, 2021 and 50% were subject to vest on February 25, 2022. In connection with the Reporting Person's resignation from the Board and appointment to the role of President and COO of the Issuer on November 15, 2021, the Board of Directors of the Issuer determined the Reporting Person would retain a pro-rated number of the reported RSUs and the remainder of the RSUs would be forfeited for no consideration. |