Sec Form 4 Filing - HEYER ANDREW R @ Lovesac Co - 2018-06-29

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O MISTRAL EQUITY PARTNERS, 650 FIFTH AVENUE, 10TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/29/2018 (Street) NEW YORK, NY10019 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, par value $0.00001 06/29/2018 C 409,502 A 409,502 I See Footnotes ( 2 ) ( 8 ) Common Stock, par value $0.00001 06/29/2018 C 464,266 A 464,266 I See Footnotes ( 3 ) ( 8 ) Common Stock, par value $0.00001 06/29/2018 C 261,918 A 261,918 I See Footnotes ( 4 ) ( 8 ) Common Stock, par value $0.00001 6,000,000 ( 5 ) I See Footnotes ( 6 ) ( 8 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Followi ng 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 Warrant to Purchase Common Stock $ 16 ( 7 ) 05/30/2017 06/29/2021( 7 ) Common Stock 187,500 ( 7 ) 187,500 I See footnotes ( 2 ) ( 8 ) Warrant to Purchase Common Stock $ 16 ( 7 ) 05/30/2017 06/29/2021( 7 ) Common Stock 225,000 ( 7 ) 225,000 I See footnotes ( 3 ) ( 8 ) Warrant to Purchase Common Stock $ 16 ( 7 ) 10/19/2017 06/29/2021( 7 ) Common Stock 185,500 ( 7 ) 185,500 I See footnotes ( 4 ) ( 8 ) Series A Convertible Preferred Stock, par value $0.00001 ( 1 ) 06/29/2018 C 300,000 ( 1 ) ( 1 ) Common Stock 409,502 ( 1 ) ( 1 ) 0 I See footnotes ( 2 ) ( 8 ) Series A Convertible Preferred Stock, par value $0.00001 ( 1 ) 06/29/2018 C 360,000 ( 1 ) ( 1 ) Common Stock 464,266 ( 1 ) ( 1 ) 0 I See footnotes ( 3 ) ( 8 ) Series A-2 Convertible Preferred Stock, par value $0.00001 ( 1 ) 06/29/2018 C 212,000 ( 1 ) ( 1 ) Common Stock 261,918 ( 1 ) ( 1 ) 0 I See footnotes ( 4 ) ( 8 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HEYER ANDREW R C/O MISTRAL EQUITY PARTNERS 650 FIFTH AVENUE, 10TH FLOOR NEW YORK, NY10019 X X Signatures /s/ Andrew R. Heyer 07/20/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Immediately prior to the close of the Issuer's initial public offering on June 29, 2018, the preferred stock, along with the aggregate accrued or accumulated and unpaid dividends thereon, converted into shares of the Issuer's common stock at a conversion price determined in accordance with the terms of the certificate of designations of each series of preferred stock, after giving effect to a 1 for 2.5 reverse stock split that became effective on June 27, 2018. ( 2 )These shares are held by Mistral Sac Holdings, LLC ("MSH"). Mr. Heyer indirectly has sole investment and dispository power over these securities. ( 3 )These shares are held by Mistral Sac Holdings 3, LLC ("MSH3"). Mr. Heyer indirectly has sole investment and dispository power over these securities. ( 4 )These shares are held by Mistral Sac Holdings 4, LLC ("MSH4"). Mr. Heyer indirectly has sole investment and dispository power over these securities. ( 5 )Reflects a 1 for 2.5 reverse stock split that became effective on June 27, 2018. ( 6 )These shares are held by SAC Acquisition LLC ("SAC"). Mr. Heyer indirectly has sole investment and dispository power over these shares. ( 7 )Pursuant to the terms of each warrant, upon the close of the Issuer's initial public offering on June 29, 2018, and after giving effect to a 1 for 2.5 reverse stock split that became effective on June 27, 2018, each warrant automatically adjusted as follows: (i) the exercise price was adjusted to be equal to the purchase price or deemed purchase price per share of common stock in the Issuer's initial public offering, and (ii) the expiration date of each warrant was adjusted to be June 29, 2021, three years from the close of the Issuer's initial public offering. ( 8 )By reason of the provisions of Rule 16a-1 of the Exchange Act, Mr. Heyer may be deemed to be beneficial owners of certain of the securities that are deemed to be beneficially owned by SAC, MSH, MSH3 and MSH4. Mr. Heyer disclaims beneficial ownership of the securities owned by SAC, MSH, MSH3 and MSH4, except to the extent of Mr. Heyer's pecuniary interest therein.

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 re porting 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.