Lovesac Co — Director's Dealing 2020

Jun 9, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Lovesac Co (LOVE)
CIK: 0001701758
Period of Report: 2020-06-05

Reporting Person: Nelson Shawn David (Director, CEO and Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-06-05	Common Stock, $0.00001 par value	A	2668	—	Acquired	192995	Direct
2020-06-05	Common Stock, $0.00001 par value	F	1107	$17.84	Disposed	191888	Direct
2020-06-05	Common Stock, $0.00001 par value	A	2668	—	Acquired	194556	Direct
2020-06-05	Common Stock, $0.00001 par value	F	1107	$17.84	Disposed	193449	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-06-05	Restricted Stock Units	$	M	2668	Disposed		Common Stock (2668)	Direct
2020-06-05	Restricted Stock Units	$	M	2668	Disposed		Common Stock (2668)	Direct
2020-06-05	Restricted Stock Units	$	A	42867	Acquired		Common Stock (42867)	Direct
2020-06-05	Nonstatutory Stock Option (Right to Buy)	$38.10	D	330244	Disposed	2029-06-05	Common Stock (330244)	Direct
2020-06-05	Nonstatutory Stock Option (Right to Buy)	$38.10	A	330244	Acquired	2029-06-05	Common Stock (330244)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.00001 par value	42758	Indirect

Footnotes

F1: 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.

F2: Each restricted stock unit ("RSU") represents the contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock.

F3: On June 5, 2019, the reporting person received a grant of 16,010 RSUs, of which (a) 50% are subject to a three-year time based vesting schedule, vesting 33.34% on the first anniversary of the grant date and vesting 33.33% on each of the second and third year anniversaries of the grant date, and (b) 50% are performance based granted in three tranches with each tranche being conditioned upon the achievement of certain adjusted annual revenue and earnings before interest, taxes, depreciation, and amortization (Adjusted EBITDA) performance versus pre-established targets. 2,668 of the time vested RSUs vested on June 5, 2020.

F4: In connection with the June 5, 2019 RSU grant, the first tranche of performance based RSUs vested upon achievement of the performance conditions.

F5: The reporting person received a grant of 42,867 RSUs, of which (a) 50% are subject to a three-year time based vesting schedule, vesting 33.34% on the first anniversary of the grant date and vesting 33.33% on each of the second and third year anniversaries of the grant date, and (b) 50% are performance based granted in three tranches with each tranche being conditioned upon the achievement of certain adjusted annual revenue and earnings before interest, taxes, depreciation, and amortization (Adjusted EBITDA) performance versus pre-established targets.

F6: The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on June 5, 2019 and provides for 100% vesting on the first trading day after the date on which the closing price of the Issuer's common stock has been at least $75 (subject to adjustment) for 60 consecutive trading days (the "Stock Price Goal"), so long as the Stock Price Goal is attained by June 5, 2024 (the previously granted option required the Stock Price Goal be achieved prior to June 5, 2022) and the reporting person has remained in continuous service through such date (both, the "Additional Vesting Conditions"). If the Stock Price Goal is not attained or the Additional Vesting Conditions are not satisfied, then the stock options will terminate and be of no further effect on the earlier of June 5, 2024 or the reporting person's termination of service.