Lovesac Co - Major Shareholding Notification 2018

SC 13G/A 1 sc13g1018a1satori_thelovesac.htm AMENDMENT NO. 1 TO SCHEDULE 13G

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. 1)*

Under the Securities Exchange Act of 1934

The Lovesac Company

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(Name of Issuer)

Common Stock, par value $0.00001 per share

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(Titles of Class of Securities)

54738L109

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(CUSIP Number)

June 29, 2018

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(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

The remainder of this cover page shall be filled out of a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Act ”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes ).

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CUSIP No. 54738L109 13G Page 2 of 13

| 1 | NAME
OF REPORTING PERSON Satori
Capital, LLC |
| --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
☐ (b)
☐ |
| 3 | SEC
USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Texas |

| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH: | SOLE
VOTING POWER -
0 - |
| --- | --- |
| 6 | SHARED
VOTING POWER 2,343,435 |
| 7 | SOLE
DISPOSITIVE POWER -
0 - |
| 8 | SHARED
DISPOSITIVE POWER 2,343,435 |

| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,343,435 |
| --- | --- |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 16.75%
(1) |
| 12 | TYPE
OF REPORTING PERSON OO |

(1) Based on 13,456,644 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of September 14, 2018, based on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (“ Commission ”) on September 14, 2018 plus 490,000 shares of Common Stock of the Issuer issuable upon exercise of warrants issued by the Issuer to the Reporting Person and giving effect to the 50,000 shares of Common Stock of the Issuer granted pursuant to the Letter Agreement (defined below).

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CUSIP No. 54738L109 13G Page 3 of 13

| 1 | NAME
OF REPORTING PERSON SCGPM,
LLC |
| --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
☐ (b)
☐ |
| 3 | SEC
USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Texas |

(2) Based on 13,456,644 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of September 14, 2018, based on the Issuer’s Form 10-Q filed with the Commission on September 14, 2018 plus 490,000 shares of Common Stock of the Issuer issuable upon exercise of warrants issued by the Issuer to the Reporting Person and giving effect to the 50,000 shares of Common Stock of the Issuer granted pursuant to the Letter Agreement (defined below).

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CUSIP No. 54738L109 13G Page 4 of 13

| 1 | NAME
OF REPORTING PERSON Sunny
Vanderbeck |
| --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
☐ (b)
☐ |
| 3 | SEC
USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION United
States |

(3) Based on 13,456,644 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of September 14, 2018, based on the Issuer’s Form 10-Q filed with the Commission on September 14, 2018 plus 490,000 shares of Common Stock of the Issuer issuable upon exercise of warrants issued by the Issuer to the Reporting Person and giving effect to the 50,000 shares of Common Stock of the Issuer granted pursuant to the Letter Agreement (defined below).

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CUSIP No. 54738L109 13G Page 5 of 13

| 1 | NAME
OF REPORTING PERSON Randy
Eisenman |
| --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
☐ (b)
☐ |
| 3 | SEC
USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION United
States |

(4) Based on 13,456,644 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of September 14, 2018, based on the Issuer’s Form 10-Q filed with the Commission on September 14, 2018 plus 490,000 shares of Common Stock of the Issuer issuable upon exercise of warrants issued by the Issuer to the Reporting Person and giving effect to the 50,000 shares of Common Stock of the Issuer granted pursuant to the Letter Agreement (defined below).

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CUSIP No. 54738L109 13G Page 6 of 13

| 1 | NAME
OF REPORTING PERSON Satori
Capital Strategic Opportunities GP, LLC |
| --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
☐ (b)
☐ |
| 3 | SEC
USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |

| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH: | SOLE
VOTING POWER -
0 - |
| --- | --- |
| 6 | SHARED
VOTING POWER 1,632,203 |
| 7 | SOLE
DISPOSITIVE POWER -
0 - |
| 8 | SHARED
DISPOSITIVE POWER 1,632,203 |

| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,632,203 |
| --- | --- |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.67%
(5) |
| 12 | TYPE
OF REPORTING PERSON OO |

(5) Based on 13,456,644 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of September 14, 2018, based on the Issuer’s Form 10-Q filed with the Commission on September 14, 2018 plus 490,000 shares of Common Stock of the Issuer issuable upon exercise of warrants issued by the Issuer to the Reporting Person and giving effect to the 50,000 shares of Common Stock of the Issuer granted pursuant to the Letter Agreement (defined below).

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CUSIP No. 54738L109 13G Page 7 of 13

| 1 | NAME
OF REPORTING PERSON Satori
Capital Strategic Opportunities, LP |
| --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
☐ (b)
☐ |
| 3 | SEC
USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |

(6) Based on 13,456,644 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of September 14, 2018, based on the Issuer’s Form 10-Q filed with the Commission on September 14, 2018 plus 490,000 shares of Common Stock of the Issuer issuable upon exercise of warrants issued by the Issuer to the Reporting Person and giving effect to the 50,000 shares of Common Stock of the Issuer granted pursuant to the Letter Agreement (defined below).

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CUSIP No. 54738L109 13G Page 8 of 13

| 1 | NAME
OF REPORTING PERSON Satori
Capital III GP, LLC |
| --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
☐ (b)
☐ |
| 3 | SEC
USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |

| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH: | SOLE
VOTING POWER -
0 - |
| --- | --- |
| 6 | SHARED
VOTING POWER 711,232 |
| 7 | SOLE
DISPOSITIVE POWER -
0 - |
| 8 | SHARED
DISPOSITIVE POWER 711,232 |

| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 711,232 |
| --- | --- |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.08%
(7) |
| 12 | TYPE
OF REPORTING PERSON OO |

(7) Based on 13,456,644 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of September 14, 2018, based on the Issuer’s Form 10-Q filed with the Commission on September 14, 2018 plus 490,000 shares of Common Stock of the Issuer issuable upon exercise of warrants issued by the Issuer to the Reporting Person and giving effect to the 50,000 shares of Common Stock of the Issuer granted pursuant to the Letter Agreement (defined below).

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CUSIP No. 54738L109 13G Page 9 of 13

| 1 | NAME
OF REPORTING PERSON Satori
Capital III, LP |
| --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
☐ (b)
☐ |
| 3 | SEC
USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |

(8) Based on 13,456,644 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of September 14, 2018, based on the Issuer’s Form 10-Q filed with the Commission on September 14, 2018 plus 490,000 shares of Common Stock of the Issuer issuable upon exercise of warrants issued by the Issuer to the Reporting Person and giving effect to the 50,000 shares of Common Stock of the Issuer granted pursuant to the Letter Agreement (defined below).

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CUSIP No. 54738L109 13G Page 10 of 13

Explanatory note: This Amendment No. 1 amends the Schedule 13G filed by the Reporting Person with the U.S. Securities and Exchange Commission on July 9, 2018 (the “ Original Schedule 13G ”). This Amendment corrects the number of shares of Common Stock into which the Series A-1 Preferred Stock and Series A-2 Preferred Stock were converted and reflects 50,000 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 (the “ Letter Agreement ”), which were not reflected in the Original Schedule 13G.

Item 1(a). Name of Issuer:

The Lovesac Company (the “ Issuer ”)

Item 1(b). Address of Issuer’s Principal Executive Offices:

Two Landmark Square, Suite 300 Stamford, CT 06901

Item 2(a). Name of Person Filing:

This Schedule 13G is being filed jointly by Satori Capital, LLC (“ Satori Capital ”), SCGPM, LLC (“ SCGPM ”), Satori Capital Strategic Opportunities GP, LLC (“ Satori CSOGP ”), Satori Capital Strategic Opportunities, LP (“ Satori CSO ”), Satori Capital III GP, LLC (“ SCIIIGP ”), Satori Capital III, LP (“ SCIII ”), Sunny Vanderbeck and Randy Eisenman (each, a “ Reporting Person ” and, together, the “ Reporting Persons ”), pursuant to an Agreement of Joint Filing filed herewith in accordance with Rule 13d-1(k)(1) under the Act.

SCGPM is wholly owned and controlled by 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. 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. Satori CSOGP, is the general partner of Satori CSO, which directly holds 1,256,093 shares of Common Stock, 34,825 shares of Common Stock issuable pursuant to the Letter Agreement and 341,285 shares of Common Stock issuable upon the exercise of warrants. SCIIIGP is the general partner of SCIII, which directly holds 547,342 shares of Common Stock, 15,175 shares of Common Stock issuable pursuant to the Letter Agreement and 148,715 shares of Common Stock issuable upon the exercise of warrants.

Each of Satori CSOGP, SCIIIGP, SCGPM, Satori Capital, Mr. Vanderbeck, Mr. Eisenman and each entity through which Mr. Vanderbeck and Mr. Eisenman indirectly owns or controls Satori Capital disclaims beneficial ownership of the securities held by Satori CSO and SCIII.

Item 2(b). Address of Principal Business Office or, if none, Residence:

The principal business address of each of the Reporting Persons is as follows:

2501 N. Harwood St., 20th Floor, Suite 2001 Dallas, Texas 75201

Item 2(c). Citizenship:

See response to Item 4 of each of the cover pages.

Item 2(d). Titles of Classes of Securities:

Common Stock, $0.00001 par value (“ Common Stock ”)

Item 2(e). CUSIP Number:

54738L109

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CUSIP No. 54738L109 13G Page 11 of 13

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):

(a) ☐ Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).

(b) ☐ Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).

(d) ☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e) ☐ Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

(f) ☐ Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g) ☐ Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

(h) ☐ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (13 U.S.C. 1813).

| (i) | ☐
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company
Act (15 U.S.C. 80a-3). |
| --- | --- |
| (j) | ☐
Non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J). |

| (k) |
| --- |
| If
filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
__ |

ITEM 4. Ownership

| (a) | Amount
Beneficially Owned: |
| --- | --- |
| | See
responses to Item 9 on each cover page. |
| (b) | Percent
of Class: |
| | See
responses to Item 11 on each cover page. |

(c)
(i)	Sole
power to vote or to direct the vote: See
responses to Item 5 on each cover page.
(ii)	Shared
power to vote or to direct the vote: See
responses to Item 6 on each cover page.
(iii)	Sole
power to dispose or to direct the disposition of: See
responses to Item 7 on each cover page.
(iv)	Shared
power to dispose or to direct the disposition of: See
responses to Item 8 on each cover page.

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CUSIP No. 54738L109 13G Page 12 of 13

ITEM 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

ITEM 6. Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

ITEM 8. Identification and Classification of Members of the Group.

Not applicable.

ITEM 9. Notice of Dissolution of Group.

Not Applicable.

ITEM 10. Certification.

Not Applicable.

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CUSIP No. 54738L109 13G Page 13 of 13

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 24, 2018

| Satori
Capital, LLC | |
| --- | --- |
| By: | /s/
Sunny Vanderbeck |
| Name: | Sunny
Vanderbeck |
| Title: | President |
| SCGPM,
LLC | |
| By: | /s/
Sunny Vanderbeck |
| Name: | Sunny
Vanderbeck |
| Title: | President |
| Satori
Capital Strategic Opportunities GP, LLC | |
| By: | SCGPM,
LLC, its Manager |
| By: | /s/
Sunny Vanderbeck |
| Name: | Sunny
Vanderbeck |
| Title: | President |
| Satori
Capital III GP, LLC | |
| By: | SCGPM,
LLC, its Manager |
| By: | /s/
Sunny Vanderbeck |
| Name: | Sunny
Vanderbeck |
| Title: | President |

| Satori
Capital Strategic Opportunities, LP | |
| --- | --- |
| By: | Satori
Capital Strategic Opportunities GP, LLC, its General Partner |
| By: | SCGPM,
LLC, its Manager |
| By: | /s/
Sunny Vanderbeck |
| Name: | Sunny
Vanderbeck |
| Title: | President |
| Satori
Capital III, LP | |
| By: | Satori
Capital III GP, LLC, its General Partner |
| By: | SCGPM,
LLC, its Manager |
| By: | /s/
Sunny Vanderbeck |
| Name: | Sunny
Vanderbeck |
| Title: | President |

| Sunny
Vanderbeck | |
| --- | --- |
| By: | /s/
Sunny Vanderbeck |
| Name: | Sunny
Vanderbeck |
| Randy
Eisenman | |
| By: | /s/
Randy Eisenman |
| Name: | Randy
Eisenman |

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