|
1
|
Name
of Reporting Person
Andrew
R. Heyer
|
|
2
|
Check
the Appropriate Box if a Member of a Group
|
|
|
(a) ☐
(b)
☐
|
|
3
|
SEC
Use Only
|
|
4
|
Source
of Funds
OO
|
|
5
|
Check
Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
6
|
Citizenship
or Place of Organization
United
States
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole
Voting Power
200,012(1)
|
|
8
|
Shared
Voting Power
408,417(2)
|
|
9
|
Sole
Dispositive Power
200,012(1)
|
|
10
|
Shared
Dispositive Power
408,417(2)
|
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
608,429(1)(2)
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
☐
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
4.02%(3)
|
|
14
|
Type
of Reporting Person
IN
|
|
|
|
|
|
|
|
(1)
|
Includes
(i) 19,830 shares of common stock, par value $0.00001 per share (“Common Stock”) of The Lovesac Company, a
Delaware corporation (the “Issuer”) held of record by Andrew R. Heyer 2007 Associates, L.P., an entity which
Mr. Heyer controls, and (ii) 18,457 shares of Common Stock held of record by Heyer Investment Management LLC, an entity which Mr. Heyer
controls.
|
|
|
(2)
|
Includes
shares of Common Stock held by: (i) Mistral Equity Partners, LP (334,768 shares), which is managed by an affiliated entity controlled
by Mr. Heyer, (ii) Mistral Equity Partners QP, LP (41,699 shares), which is managed by an affiliated entity controlled by Mr. Heyer,
and (iii) MEP Co-Invest, LLC (31,950 shares), which is an entity controlled by Mr. Heyer.
|
|
|
(3)
|
Based
on 15,118,514 shares of Common Stock outstanding as of September 7, 2021.
|
Responses
to each item of this Statement on Schedule 13D are incorporated by reference into the response to each other item, as applicable.
This
Amendment No. 10 (this “Amendment No. 10”) to the original Schedule 13D filed with the U.S. Securities and Exchange
Commission (the “SEC”) on July 23, 2018 (as amended by Amendment No. 1 filed with the SEC on November 2, 2018, Amendment
No. 2 filed with the SEC on June 3, 2019, Amendment No. 3 filed with the SEC on December 23, 2019, Amendment No. 4 filed with the SEC
on July 23, 2019, Amendment No. 5 filed with the SEC on October 21, 2020, Amendment No. 6 filed with the SEC on December 14, 2020, Amendment
No. 7 filed with the SEC on January 11, 2021, Amendment No. 8 filed with the SEC on January 19, 2021, and Amendment No. 9 filed with
the SEC on February 19, 2021, the “Schedule 13D”) is being filed by Andrew R. Heyer and constitutes an exit filing.
Except
as amended and supplemented hereby, there has been no change in the information contained in the Schedule 13D.
Item
1: Security and Issuer
The
information regarding the securities and the Issuer contained in “Item 1. Security and Issuer” contained in the Schedule
13D is not being amended by this Amendment No. 10.
Item
2: Identity and Background
The
information regarding the Reporting Person contained in “Item 2. Identity and Background” contained in the Schedule 13D is
not being amended by this Amendment No. 10.
Item
3: Source and Amount of Funds or Other Consideration
The
information regarding the Reporting Person contained in “Item 3. Source and Amount of Funds or Other Consideration” contained
in the Schedule 13D is not being amended by this Amendment No. 10.
|
|
Item
|
4:
Purpose of Transaction
|
“Item
4. Purpose of Transaction” of the Schedule 13D is hereby amended to add the following:
On
June 5, 2021, 4,126 shares of the Issuer’s common stock were issued to Andrew R. Heyer upon the vesting of time-based restricted
stock units (“RSUs”) granted on June 5, 2020.
On
June 7, 2021, Andrew R. Heyer received a grant of 1,245 RSUs, which vest on the earlier of the first anniversary of the grant date or
the date of the Issuer’s annual meeting to be held in 2022. Each RSU represents the contingent right to receive one share of the
Issuer’s common stock.
On
June 29, 2021, Mistral Equity Partners, LP sold an aggregate of 18,918 shares of the Issuer’s common stock at $80.00 per share.
On
June 29, 2021, Mistral Equity Partner QP, LP sold an aggregate of 13,700 shares of the Issuer’s common stock at $80.00 per share.
On
June 30, 2021, Mistral Equity Partners, LP sold:
|
|
●
|
an
aggregate of 21,302 shares of the Issuer’s common stock at a weighted average price of $80.44 per share. The shares were sold
at prices ranging from $80.0000 to $80.9800, inclusive.
|
|
|
●
|
an
aggregate of 234 shares of the Issuer’s common stock at a weighted average price of $81.13 per share. The shares were sold at prices ranging
from $81.0000 to $81.2500, inclusive.
|
On
June 30, 2021, Mistral Equity Partner QP, LP sold:
|
|
●
|
an
aggregate of 15,426 shares of the Issuer’s common stock at a weighted average price of $80.44 per share. The shares were sold at prices ranging from $80.0000 to
$80.9800, inclusive.
|
|
|
●
|
an
aggregate of 169 shares of the Issuer’s common stock at a weighted average price of $81.13 per share. The shares were sold at prices ranging
from $81.0000 to $81.2500, inclusive.
|
On
July 15, 2021, Mistral Equity Partners, LP and Mistral Equity Partners QP, LP entered into a Rule 10b5-1 Sales Plan (the “July
2021 10b5-1 Plan”) with Stifel, Nicolaus & Company, Incorporated (“Stifel”). Pursuant to the July 2021 10b5-1 Plan,
Stifel may sell up to an aggregate of 451,223 shares of the Issuer’s common stock owned by such entities, subject to the satisfaction
of certain conditions, including, among others, minimum trading prices. The July 2021 10b5-1 Plan will terminate on the earlier of the
date on which all of the shares to be sold under the July 2021 10b5-1 Plan are sold or the date the July 2021 10b5-1 Plan is otherwise
terminated.
On September 23, 2021, Mistral Equity Partners,
LP sold an aggregate of 37,405 shares of the Issuer’s common stock pursuant to the July 2021 10b5-1 Plan at a weighted average price
of $75.27 per share. The shares were sold at prices ranging from $75.0000 to $76.0000, inclusive.
On September 23, 2021, Mistral Equity Partner
QP, LP sold an aggregate of 33,595 shares of the Issuer’s common stock pursuant to the July 2021 10b5-1 Plan at a weighted average
price of $75.27 per share. The shares were sold at prices ranging from $75.0000 to $76.0000, inclusive.
On
September 24, 2021, Mistral Equity Partners, LP sold an aggregate of 13,171 shares of the Issuer’s common stock pursuant to the
July 2021 10b5-1 Plan at a weighted average price of $75.33 per share. The shares were sold at prices ranging from $75.0400 to $75.5900,
inclusive.
On
September 24, 2021, Mistral Equity Partner QP, LP sold an aggregate of 11,829 shares of the Issuer’s common stock pursuant to the
July 2021 10b5-1 Plan at a weighted average price of $75.33 per share. The shares were sold at prices ranging from $75.0400 to $75.5900,
inclusive.
The
Reporting Person undertake to provide, upon request, full information regarding the number of shares sold at each separate price within
each range to the staff of the U.S. Securities and Exchange Commission.
Item
5: Interest in Securities of the Issuer
“Item
5. Interests in Securities of the Issuer” of the Schedule 13D is hereby amended and restated as follows:
(a)
and (b)
|
Reporting Person
|
|
Number of
Shares With
Sole Voting
and
Dispositive
Power
|
|
|
Number of
Shares With
Shared Voting
and
Dispositive
Power
|
|
|
Aggregate
Number of
Shares
Beneficially
Owned
|
|
|
Percentage
of Class
Beneficially
Owned+
|
|
|
Andrew R. Heyer(1)
|
|
|
200,012
|
(1)
|
|
|
408,417
|
(2)
|
|
|
608,429
|
|
|
|
4.02
|
%
|
|
|
+
|
Based on 15,118,514 shares of Common Stock outstanding as of
September 7, 2021.
|
|
|
(1)
|
(i) 19,830 shares of common stock, par value $0.00001 per share (“Common Stock”) of The Lovesac Company, a Delaware corporation
(the “Issuer”) held of record by Andrew R. Heyer 2007 Associates, L.P., an entity which Mr. Heyer controls, and (ii) 18,457
shares of Common Stock held of record by Heyer Investment Management LLC, an entity which Mr. Heyer controls.
|
|
|
(2)
|
Includes shares of Common Stock of the Issuer held by: (i) Mistral
Equity Partners, LP (334,768 shares), which is managed by an affiliated entity controlled by Mr. Heyer, (ii) Mistral Equity Partners
QP, LP (41,699 shares), which is managed by an affiliated entity controlled by Mr. Heyer, and (iii) MEP Co-Invest, LLC (31,950 shares),
which is an entity controlled by Mr. Heyer.
|
|
|
(c)
|
There have been no reportable transactions with respect to the
Common Stock of the Issuer within the last 60 days by the Reporting Person other than as described in this Statement on Schedule 13D.
|
Item
6: Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
“Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to Securities of the Issuer” of the Schedule 13D is hereby amended to add the following:
The description of the July 2021 10b5-1 Plan disclosed
in Item 4 is hereby incorporated by reference into this Item 6.
Item
7: Material to be Filed as Exhibits.
The information regarding the Reporting Person
contained in “Item 7. Material to be Filed as Exhibits” contained in the Schedule 13D is not being amended by this Amendment
No. 10.
SIGNATURES
After reasonable inquiry and to the best knowledge
and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement with respect
to such person is true, complete and correct.
Dated: September 28, 2021
|
|
ANDREW R. HEYER
|
|
|
|
|
|
/s/ Andrew R. Heyer
|
5