Sec Form 4 Filing - HEYER ANDREW R @ Lovesac Co - 2019-12-18

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) 12/18/2019 (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 12/18/2019 D( 1 ) 175,478 D $ 0 3,611,361 I See Footnote ( 2 ) ( 8 ) Common Stock, par value $0.00001 12/18/2019 J( 3 ) 3,611,361 D $ 0 0 I See Footnote ( 2 ) ( 8 ) Common Stock, par value $0.00001 12/18/2019 J( 4 ) 2,628,569 A $ 0 2,628,569 I See Footnote ( 5 ) ( 8 ) Common Stock, par value $0.00001 12/18/2019 J( 14 ) 446,145 D $ 0 1,654,082 I See Footnote ( 8 ) Common Stock, par value $0.00001 12/18/2019 J( 4 ) 430,304 A $ 0 430,304 I See Footnote ( 6 ) ( 8 ) Common Stock, par value $0.00001 154,433 I See Footnote ( 7 ) ( 8 )

Table II - Derivative Securit ies 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 Restricted Stock Units ( 9 ) ( 10 ) ( 10 ) Common Stock 3,245 3,245 D Restricted Stock Units ( 9 ) ( 11 ) ( 11 ) Common Stock 3,245 3,245 D Warrants to Purchase Common Stock $ 16 05/30/2017 06/29/2021 Common Stock 75,000 75,000 I See Footnote ( 15 ) ( 8 ) ( 12 ) Warrants to Purchase Common Stock $ 16 05/30/2017 06/29/2021 Common Stock 90,000 90,000 I See Footnote ( 6 ) ( 8 ) ( 12 ) Warrants to Purchase Common Stock $ 16 10/19/2017 06/29/2021 Common Stock 74,200 74,200 I See Footnote ( 7 ) ( 8 ) ( 12 ) ( 13 )

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 12/20/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a contribution of shares of the registrant's common stock from SAC Acquisition LLC ("SAC") to the registrant in connection with an exchange of options previously issued by SAC. ( 2 )These securities were held by SAC. ( 3 )Represents a pro rata distribution of shares of the registrant's common stock from SAC to its members. ( 4 )Represents shares acquired in a pro rata distribution of shares of the registrant's common stock from SAC to its members. ( 5 )These securities were held by Mistral Sac Holdings, LLC ("MSH") after giving effect to the distribution described in footnote 3, prior to giving effect to the distribution described in footnote 14. ( 6 )These securities are held by Mistral Sac Holdings 2, LLC ("MSH2") and, in the case of common stock, after giving effect to the distribution described in footnote 3. ( 7 )These securities are held by Mistral Sac Holdings 4, LLC ("MSH4"). ( 8 )By reason of the provisions of Rule 16a-1 of the Exchange Act, Mr. Heyer may be deemed to have beneficial ownership of certain of the securities that are beneficially owned by SAC, MSH, MSH2, MSH3, MSH4 and the Mistral Funds (as defined below). Mr. Heyer disclaims beneficial ownership of the securities owned by SAC, MSH, MSH2, MSH3, MSH4 and the Mistral Funds, except to the extent of Mr. Heyer's pecuniary interest therein. ( 9 )Each restricted stock unit ("RSU") represents the contingent right to receive, upon vesting of the RSU, one share of the registrant's common stock. ( 10 )The reporting person received a grant of 3,245 RSUs, of which 100% are subject vesting on the first anniversary of the October 2, 2019 grant date. ( 11 )The reporting person received a grant of 3,245 RSUs, of which 50% are subject vesting on the first anniversary of the October 2, 2019 grant date and 50% are subject vesting on the second anniversary of the grant date. ( 12 )The number of shares underlying these warrants reflects the 1-for-2.5 reverse stock split of the issuer's common stock that occurred at the time of the issuer's initial public offering. This adjustment should have been reflected in the reporting person's Form 4 fil ed on November 2, 2018. ( 13 )In the reporting person's Form 4 filed on November 2, 2018, these warrants were incorrectly presented as being held by SAC Acquisition LLC. ( 14 )Represents the net result of a pro rata distribution of 2,639,744 shares of the registrant's common stock from MSH to its members. As a result of the distribution, 446,145 shares of the registrant's common stock were distributed to non-affiliates of the reporting person and the remaining shares are held by Mistral Equity Partners, LP, Mistral Equity Partners QP, LP and MEP Co-Invest, LLC (collectively, the "Mistral Funds"), each of which is controlled by Mr, Heyer. ( 15 )These securities are held by the Mistral Funds.

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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