Sec Form 4 Filing - HEYER ANDREW R @ Lovesac Co - 2019-05-24

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

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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) 05/24/2019 (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 05/24/2019 S 1,082,255 D $ 34.38 ( 1 ) 4,161,839 I See Footnotes ( 3 ) ( 5 ) Common Stock, par value $0.00001 05/29/2019 S 375,000 D $ 34.38 ( 2 ) 3,786,839 I See Footnotes ( 3 ) ( 5 ) Common Stock, par value $0.00001 05/24/2019 S 107,485 D $ 34.38 ( 1 ) 154,433 I See Footnotes ( 4 ) ( 5 )

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 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 C/O MISTRAL EQUITY PARTNERS 650 FIFTH AVENUE, 10TH FLOOR NEW YORK, NY10019 X X Signatures /s/ Andrew R. Hever 05/31/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of common stock sold to the underwriters pursuant to a secondary underwritten public offering that closed on May 24, 2019. The price per share received by the reporting person is equal to the public offering price of $36.00 less the underwriting discount. ( 2 )Represents the exercise of the over-allotment option to purchase additional shares of common stock that closed on May 29, 2019. The price per share received by the reporting person is equal to the public offering price of $36.00 less the underwriting discount. ( 3 )These securities are held by SAC Acquisition LLC ("SAC"). Mr. Heyer indirectly has sole investment and disposition power over these securities. ( 4 )These securities are held by Mistral Sac Holdings 4, LLC ("MSH4"). Mr. Heyer indirectly has sole investment and disposition power over these securities. ( 5 )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.

Remarks: This Form 4 was filed late due to inadvertant administrative error.

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).

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