Sec Form 4/A Filing - HEYER ANDREW R @ Lovesac Co - 2020-10-14

FORM 4/A 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) TWO LANDMARK SQUARE, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 10/14/2020 (Street) STAMFORD, CT06901 4. If Amendment, Date Original Filed (MM/DD/YY) 10/16/2020 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, $0.00001 par value 10/14/2020 X 75,000 A $ 16 2,268,599 I See footnote ( 4 ) Common stock, $0.00001 par value 10/14/2020 S( 1 ) 33,262 D $ 36.0782 2,235,337 I See footnote ( 4 ) Common stock, $0.00001 par value 10/14/2020 X 90,000 A $ 16 2,325,337 I See footnote ( 4 ) Common stock, $0.00001 par value 10/14/2020 S( 2 ) 39,913 D $ 36.0782 2,285,424 I See footnote ( 4 ) Common stock, $0.00001 par value 10/14/2020 S( 2 ) 39,913 D $ 36.0782 2,285,424 I See footnote ( 4 ) Common stock, $0.00001 par value 10/14/2020 X 74,200 A $ 16 2,359,624 I See footnote ( 4 ) Common stock, $0.00001 par value 10/14/2020 S( 3 ) 32,906 D $ 36.0782 2,326,718 I See footnote ( 4 ) Common stock, $0.00001 par value 128,687 D Common stock, $0.00001 par value 33,515 I See footnote ( 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 Warrant (right to buy) $ 16 10/14/2020 X 75,000 05/30/2017 06/29/2021 Common Stock 75,000 $ 0 0 I See footnotes ( 1 ) ( 4 ) Warrant (right to buy) $ 16 10/14/2020 X 90,000 05/30/2017 06/29/2021 Common Stock 90,000 $ 0 0 I See footnotes ( 2 ) ( 4 ) Warrant (right to buy) $ 16 10/14/2020 X 74,200 10/19/2017 06/29/2021 Common Stock 74,200 $ 0 0 I See footnotes ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HEYER ANDREW R TWO LANDMARK SQUARE, SUITE 300 STAMFORD, CT06901 X X Signatures /s/ Andrew S. Heyer 10/20/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On October 14, 2020, Mistral Equity Partners, LP ("MEP, LP"), MEP Co-Invest, LLC ("MEP Co-Invest"), and Mistral Equity Partners QP, LP ("Mistral QP" and together with MEP, LP and MEP Co-Invest, the "Mistral Funds") exercised warrants to purchase a total of 75,000 shares of Lovesac common stock for $16 per share. The Mistral Funds paid the exercise price on a cashless basis, resulting in Lovesac's withholding of 33,262 of the warrant shares to pay the exercise price and issuing to the Mistral Funds the remaining 41,738 shares. ( 2 )On October 14, 2020, Mistral Sac Holdings 3, LLP ("MSH3") exercised a warrant to purchase 90,000 shares of Lovesac common stock for $16 per share. MSH3 paid the exercise price on a cashless basis, resulting in Lovesac's withholding of 39,913 of the warrant shares to pay the exercise price and issuing to MSH3 the remaining 50,087 shares. ( 3 )On October 14, 2020, Mistral Sac Holdings 4, LLP ("MSH4") exercised a warrant to purchase 74,200 shares of Lovesac common stock for $16 per share. MSH4 paid the exercise price on a cashless basis, resulting in Lovesac's withholding of 32,906 of the warrant shares to pay the exercise price and issuing to MSH4 the remaining 41,294 shares. ( 4 )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 MSH3, MSH4 and the Mistral Funds. Each of the Mistral Funds is controlled by Mr. Heyer. Mr. Heyer disclaims beneficial ownership of the securities owned by MSH3, MSH4 and the Mistral Funds, except to the extent of Mr. Heyer's pecuniary interest therein. ( 5 )These shares are held by Heyer Investment Management LLC and Andrew R. Heyer 2007 Associates, L.P., each of which Mr. Heyer controls.

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