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

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

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)
03/23/2023

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	03/23/2023		A		24,759	A	$0	177,436	D
Common Stock, $0.00001 par value	03/23/2023		A		7,145	A	$0	184,581	D
Common Stock, $0.00001 par value	03/23/2023		A		1,457	A	$0	186,038	D
Common Stock, $0.00001 par value	03/23/2023		A		2,772	A	$0	188,810	D
Common Stock, $0.00001 par value								61,795	I	The LPDV Holding Trust⁽¹⁾

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	⁽²⁾	03/23/2023		M			24,759	⁽³⁾	⁽³⁾	Common Stock	24,759	$0	0	D
Restricted Stock Units	⁽²⁾	03/23/2023		M			7,145	⁽⁴⁾	⁽⁴⁾	Common Stock	7,145	$0	0	D
Restricted Stock Units	⁽²⁾	03/23/2023		M			1,457	⁽⁵⁾	⁽⁵⁾	Common Stock	1,457	$0	1,458	D
Restricted Stock Units	⁽²⁾	03/23/2023		M			2,772	⁽⁶⁾	⁽⁶⁾	Common Stock	2,772	$0	5,544	D

Explanation of Responses:

1. 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.

2. Each restricted stock unit ("RSU") represents the contingent right to receive, upon settlement of the RSU, one share of the Issuer's Common Stock.

3. The reported shares will be settled on May 17, 2023 upon the vesting of performance based RSUs granted on June 5, 2020 based on the Issuer's achievements with respect to certain financial performance metrics for the applicable performance period.

4. The reported shares will be settled on June 5, 2023 upon the vesting of the third tranche of performance based RSUs granted on June 5, 2020 based on the Issuer's achievements with respect to certain financial performance metrics for the applicable performance period.

5. The reported shares will be settled on June 7, 2023 upon the vesting of the second tranche of performance based RSUs granted on June 7, 2021 based on the Issuer's achievements with respect to certain financial performance metrics for the applicable performance period.

6. The reported shares will be settled on April 15, 2023 upon the vesting of the first tranche of performance based RSUs granted on April 15, 2022 based on the Issuer's achievements with respect to certain financial performance metrics for the applicable performance period.

Remarks:

	/s/ Megan C. Preneta, as Attorney-in-Fact for Shawn Nelson	03/27/2023
	** 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).
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