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3//SEC Filing

Satori Capital, LLC 3

Accession 0001213900-18-008303

CIK 0001701758other
View on SEC.govCompany Profile

Filed

Jun 25, 8:00 PM ET

Accepted

Jun 26, 9:45 PM ET

Size

22.4 KB

Accession

0001213900-18-008303

Insider Transaction Report

Form 3
Period: 2018-06-26
Lovesac CoLOVE
Satori Capital, LLC
10% Owner
Holdings

  • Series A-1 Preferred Stock

    (indirect: See footnotes)
    → Common Stock (3,253,315 underlying)

  • Series A-2 Preferred Stock

    (indirect: See footnote)
    → Common Stock (1,254,286 underlying)

  • Series A-1 Warrant (right to buy)

    (indirect: See footnote)
    Exercise: $16.00From: 2017-03-27→ Common Stock (875,000 underlying)

  • Series A-2 Warrant (right to buy)

    (indirect: See footnote)
    Exercise: $16.00From: 2017-10-19→ Common Stock (350,000 underlying)
SCGPM, LLC
10% Owner
Holdings

  • Series A-2 Preferred Stock

    (indirect: See footnote)
    → Common Stock (1,254,286 underlying)

  • Series A-1 Warrant (right to buy)

    (indirect: See footnote)
    Exercise: $16.00From: 2017-03-27→ Common Stock (875,000 underlying)

  • Series A-2 Warrant (right to buy)

    (indirect: See footnote)
    Exercise: $16.00From: 2017-10-19→ Common Stock (350,000 underlying)

  • Series A-1 Preferred Stock

    (indirect: See footnotes)
    → Common Stock (3,253,315 underlying)
Satori Capital Strategic Opportunities GP, LLC
10% Owner
Holdings

  • Series A-1 Preferred Stock

    (indirect: See footnotes)
    → Common Stock (3,253,315 underlying)

  • Series A-1 Warrant (right to buy)

    (indirect: See footnote)
    Exercise: $16.00From: 2017-03-27→ Common Stock (875,000 underlying)

  • Series A-2 Warrant (right to buy)

    (indirect: See footnote)
    Exercise: $16.00From: 2017-10-19→ Common Stock (350,000 underlying)

  • Series A-2 Preferred Stock

    (indirect: See footnote)
    → Common Stock (1,254,286 underlying)
Satori Capital III GP, LLC
10% Owner
Holdings

  • Series A-1 Warrant (right to buy)

    (indirect: See footnote)
    Exercise: $16.00From: 2017-03-27→ Common Stock (875,000 underlying)

  • Series A-2 Preferred Stock

    (indirect: See footnote)
    → Common Stock (1,254,286 underlying)

  • Series A-1 Preferred Stock

    (indirect: See footnotes)
    → Common Stock (3,253,315 underlying)

  • Series A-2 Warrant (right to buy)

    (indirect: See footnote)
    Exercise: $16.00From: 2017-10-19→ Common Stock (350,000 underlying)
Satori Capital III, LP
10% Owner
Holdings

  • Series A-2 Preferred Stock

    (indirect: See footnote)
    → Common Stock (1,254,286 underlying)

  • Series A-1 Preferred Stock

    (indirect: See footnotes)
    → Common Stock (3,253,315 underlying)

  • Series A-1 Warrant (right to buy)

    (indirect: See footnote)
    Exercise: $16.00From: 2017-03-27→ Common Stock (875,000 underlying)

  • Series A-2 Warrant (right to buy)

    (indirect: See footnote)
    Exercise: $16.00From: 2017-10-19→ Common Stock (350,000 underlying)
VANDERBECK SUNNY
10% Owner
Holdings

  • Series A-2 Preferred Stock

    (indirect: See footnote)
    → Common Stock (1,254,286 underlying)

  • Series A-1 Warrant (right to buy)

    (indirect: See footnote)
    Exercise: $16.00From: 2017-03-27→ Common Stock (875,000 underlying)

  • Series A-1 Preferred Stock

    (indirect: See footnotes)
    → Common Stock (3,253,315 underlying)

  • Series A-2 Warrant (right to buy)

    (indirect: See footnote)
    Exercise: $16.00From: 2017-10-19→ Common Stock (350,000 underlying)
Eisenman Randy
10% Owner
Holdings

  • Series A-1 Preferred Stock

    (indirect: See footnotes)
    → Common Stock (3,253,315 underlying)

  • Series A-1 Warrant (right to buy)

    (indirect: See footnote)
    Exercise: $16.00From: 2017-03-27→ Common Stock (875,000 underlying)

  • Series A-2 Warrant (right to buy)

    (indirect: See footnote)
    Exercise: $16.00From: 2017-10-19→ Common Stock (350,000 underlying)

  • Series A-2 Preferred Stock

    (indirect: See footnote)
    → Common Stock (1,254,286 underlying)
Satori Capital Strategic Opportunities, LP
10% Owner
Holdings

  • Series A-1 Preferred Stock

    (indirect: See footnotes)
    → Common Stock (3,253,315 underlying)

  • Series A-2 Preferred Stock

    (indirect: See footnote)
    → Common Stock (1,254,286 underlying)

  • Series A-1 Warrant (right to buy)

    (indirect: See footnote)
    Exercise: $16.00From: 2017-03-27→ Common Stock (875,000 underlying)

  • Series A-2 Warrant (right to buy)

    (indirect: See footnote)
    Exercise: $16.00From: 2017-10-19→ Common Stock (350,000 underlying)
Footnotes (8)
  • [F1]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 3,253,315 shares of common stock of the Issuer.
  • [F2]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.
  • [F3]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 1,254,286 shares of common stock of the Issuer.
  • [F4]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.
  • [F5]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.
  • [F6]The number of underlying shares of common stock reported in Column 3 does not reflect the 1-for-2.5 reverse stock split, to be effective upon the closing of the issuer's initial public offering.
  • [F7]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.
  • [F8]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.

Documents

1 file

Issuer

Lovesac Co

CIK 0001701758

→
Entity typeother
IncorporatedTX

Related Parties

1
  • filerCIK 0001744516

Filing Metadata

Form type
3
Filed
Jun 25, 8:00 PM ET
Accepted
Jun 26, 9:45 PM ET
Size
22.4 KB
View on SEC.gov