SEC FORM 3/A

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Satori Capital, LLC

(Last)

(First)

(Middle)

2501 N. HARWOOD ST.,

20TH FLOOR,

(Street)

DALLAS

75201

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/26/2018

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

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)
06/26/2018

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	125,000⁽⁶⁾⁽⁹⁾	I	See footnotes⁽¹⁰⁾⁽¹¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	3,254,027⁽⁶⁾	⁽¹⁾	I	See footnotes⁽²⁾⁽¹¹⁾
Series A-2 Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	1,254,560⁽⁶⁾	⁽³⁾	I	See footnote⁽⁴⁾⁽¹¹⁾
Series A-1 Warrant (right to buy)	03/27/2017	⁽⁵⁾	Common Stock	875,000⁽⁶⁾	$16	I	See footnote⁽⁷⁾
Series A-2 Warrant (right to buy)	10/19/2017	⁽⁵⁾	Common Stock	350,000⁽⁶⁾	$16	I	See footnote⁽⁸⁾

1. Name and Address of Reporting Person^*

Satori Capital, LLC

(Last)

(First)

(Middle)

2501 N. HARWOOD ST.,

20TH FLOOR,

(Street)

DALLAS

75201

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

SCGPM, LLC

(Last)

(First)

(Middle)

2501 N. HARWOOD ST.,

20TH FLOOR,

(Street)

DALLAS

75201

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Satori Capital Strategic Opportunities GP, LLC

(Last)

(First)

(Middle)

2501 N. HARWOOD ST.,

20TH FLOOR,

(Street)

DALLAS

75201

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Satori Capital III GP, LLC

(Last)

(First)

(Middle)

2501 N. HARWOOD ST.,

20TH FLOOR,

(Street)

DALLAS

75201

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Satori Capital Strategic Opportunities, LP

(Last)

(First)

(Middle)

2501 N. HARWOOD ST.,

20TH FLOOR,

(Street)

DALLAS

75201

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Satori Capital III, LP

(Last)

(First)

(Middle)

2501 N. HARWOOD ST.,

20TH FLOOR,

(Street)

DALLAS

75201

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

VANDERBECK SUNNY

(Last)

(First)

(Middle)

2501 N. HARWOOD ST.,

20TH FLOOR,

(Street)

DALLAS

75201

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Eisenman Randy

(Last)

(First)

(Middle)

2501 N. HARWOOD ST.,

20TH FLOOR,

(Street)

DALLAS

75201

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Each share of Series A-1 Preferred Stock is convertible into common stock of the Issuer and has no expiration date. Upon the closing of the Issuer's initial public offering, 1,000,000 shares of Series A-1 Preferred Stock, along with the aggregate accrued or accumulated and unpaid dividends thereon, will automatically be converted into 3,254,027 shares of common stock of the Issuer.

2. Represents 696,500 shares of Series A-1 Preferred Stock owned by Satori Capital Strategic Opportunities, LP ("Satori CSO") and 303,500 shares of Series A-1 Preferred Stock owned by Satori Capital III, LP ("SCIII"). Satori Capital Strategic Opportunities GP, LLC ("Satori CSOGP"), is the general partner of Satori CSO and Satori Capital III GP, LLC ("SCIIIGP"), is the general partner of SCIII. SCGPM, LLC ("SCGPM") is the manager of Satori CSOGP and SCIIIGP and may be deemed to share voting and dispositive power with respect to the shares held by Satori CSO and SCIII. SCGPM is wholly owned and controlled by Satori Capital, LLC ("Satori Capital"), which is indirectly owned and controlled by Sunny Vanderbeck and Randy Eisenman through entities that Sunny Vanderbeck or Randy Eisenman own or control.

3. Each share of Series A-2 Preferred Stock is convertible into common stock of the Issuer and has no expiration date. Upon the closing of the Issuer's initial public offering, 400,000 shares of Series A-2 Preferred Stock, along with the aggregate accrued or accumulated and unpaid dividends thereon, will automatically be converted into 1,254,560 shares of common stock of the Issuer.

4. Represents 280,000 shares of Series A-2 Preferred Stock owned by Satori CSO and 120,000 shares of Series A-2 Preferred Stock owned by SCIII.

5. The warrants expire on the earlier of (a) the third anniversary of the date of the Issuer's initial public offering, (b) the fifth anniversary of the issue date, or (c) the occurrence of a deemed liquidation of the Issuer.

6. The number of shares of common stock reported in Column 2 of Table I and the number of underlying shares of common stock reported in Column 3 of Table II do not reflect the 1-for-2.5 reverse stock split, to be effective upon the closing of the issuer's initial public offering.

7. Represents Series A-1 Warrants to purchase 609,437 shares of common stock owned by Satori CSO and Series A-1 Warrants to purchase 265,563 shares of common stock owned by SCIII.

8. Represents Series A-2 Warrants to purchase 243,775 shares of common stock owned by Satori CSO and Series A-2 Warrants to purchase 106,225 shares of common stock owned by SCIII.

9. Represents shares of common stock granted to the Reporting Person by the Issuer pursuant to a letter agreement between the Reporting Person and the Issuer, dated June 22, 2018.

10. Represents 87,063 shares of common stock issuable to Satori CSO and 37,937 shares of common stock issuable to SCIII.

11. This amendment is being filed to correct the number of shares of Common Stock into which the Series A-1 Preferred Stock and Series A-2 Preferred Stock is convertible, to include shares not reflected in the Reporting Person's original Form 3 and to check the director box in Item 4. John Grafer, as representative of the Reporting Person, is a Director of the Issuer. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Person is deemed a Director by Deputization by virtue of its representation on the Board of Directors of the Issuer.

	Satori Capital, LLC; By: /s/ Sunny Vanderbeck; Title: President	10/24/2018
	SCGPM, LLC; By: /s/ Sunny Vanderbeck; Title: President	10/24/2018
	Satori Capital Strategic Opportunities GP, LLC; By: SCGPM, LLC, its Manager, By: /s/ Sunny Vanderbeck; Title: President	10/24/2018
	Satori Capital III GP, LLC; By: SCGPM, LLC, its Manager, By: /s/ Sunny Vanderbeck; Title: President	10/24/2018
	Satori Capital Strategic Opportunities, LP.; By: Satori Capital Strategic Opportunities GP, LLC, its General Partner, By: SCGPM, LLC, its Manager; By: /s/ Sunny Vanderbeck; Title: President	10/24/2018
	Satori Capital III, LP; By: Satori Capital III GP, LLC, its General Partner, By: SCGPM, LLC, its Manager; By: /s/ Sunny Vanderbeck; Title: President	10/24/2018
	Sunny Vanderbeck; By: /s/ Sunny Vanderbeck	10/24/2018
	Randy Eisenman; By: /s/ Randy Eisenman	10/24/2018
	** 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 5 (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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