SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Nelson Shawn David

(Last)

(First)

(Middle)

C/O THE LOVESAC COMPANY

TWO LANDMARK SQUARE, SUITE 300

(Street)

STAMFORD

06901

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Lovesac Co [ LOVE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
04/15/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.00001 par value	04/15/2024		M		4,848⁽¹⁾	A	$0	184,818	D
Common Stock, $0.00001 par value	04/15/2024		F		2,288⁽²⁾	D	$18.8	182,530	D
Common Stock, $0.00001 par value	04/15/2024		M		2,772⁽³⁾	A	$0	185,302	D
Common Stock, $0.00001 par value	04/15/2024		F		1,256⁽⁴⁾	D	$18.8	184,046	D
Common Stock, $0.00001 par value								52,094	I	The LPDV Holding Trust⁽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 (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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁶⁾	04/15/2024		A		33,528		⁽⁷⁾	⁽⁷⁾	Common Stock	33,528	$0	33,528	D
Restricted Stock Units (Performance-based Vesting)	⁽⁶⁾	04/15/2024		A		33,528		⁽⁷⁾	⁽⁷⁾	Common Stock	33,528	$0	33,528	D
Restricted Stock Units (Performance-based Vesting)	⁽⁶⁾	04/15/2024		A		69,290		⁽⁸⁾	⁽⁸⁾	Common Stock	69,290	$0	69,290	D
Restricted Stock Units (Performance-based Vesting)	⁽⁶⁾	04/15/2024		A		44,144		⁽⁸⁾	⁽⁸⁾	Common Stock	44,144	$0	44,144	D
Restricted Stock Units	⁽⁶⁾	04/15/2024		M			4,848	⁽¹⁾	⁽¹⁾	Common Stock	4,848	$0	9,696	D
Restricted Stock Units	⁽⁶⁾	04/15/2024		M			2,772	⁽³⁾	⁽³⁾	Common Stock	2,772	$0	2,772	D
Restricted Stock Units (Performance-based Vesting)	⁽⁶⁾	04/15/2024		D			72,244	⁽⁹⁾	⁽⁹⁾	Common Stock	72,244	$0	0	D
Restricted Stock Units (Performance-based Vesting)	⁽⁶⁾	04/15/2024		D			35,848	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	35,848	$0	0	D

Explanation of Responses:

1. The reported shares were acquired upon the vesting of the first tranche of time-based RSUs granted on April 15, 2023.

2. The reported shares were withheld to satisfy the Reporting Person's tax liability in connection with the settlement of the first tranche of time-based RSUs granted on April 15, 2023. No shares were sold.

3. The reported shares were acquired upon the vesting of the second tranche of time-based RSUs granted on April 15, 2022.

4. The reported shares were withheld to satisfy the Reporting Person's tax liability in connection with the settlement of the second tranche of time-based RSUs granted on April 15, 2022. No shares were sold.

5. The reported shares are held by The LDPV Holding Trust, dated October 1, 2018, of which the reporting person's spouse is trustee and the reporting person has sole authority over the disposition of the shares of the Issuer held by the trust.

6. Each RSU represents the contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock.

7. On April 15, 2024, the Reporting Person received a grant of 67,056 RSUs, of which (a) 50% vest in three equal installments on the first, second and third anniversaries of the grant date, and (b) 50% vest in three tranches with each tranche eligible to vest based on the Issuer's achievements of certain financial performance targets for the applicable performance period.

8. On April 15, 2024, the Reporting Person received a grant of RSUs which vest in a single tranche based on the Issuer's achievements of certain stretch financial performance targets for the performance period.

9. Reflects performance-based RSUs granted on April 15, 2023 which were forfeited and cancelled in return for consideration.

10. Reflects performance-based RSUs granted on April 15, 2022 which were forfeited and cancelled in return for consideration.

Remarks:

	/s/ Megan C. Preneta, as Attorney-in-Fact for Shawn Nelson	04/16/2024
	** Signature of Reporting Person	Date
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).
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.