Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under
the Securities Exchange Act of 1934
(Amendment No. N/A)
The Lovesac Company
(Name of Issuer)
Common Stock, par value $0.00001 per share
(Title of Class of Securities)
54738L109
(CUSIP Number)
March 5, 2021
(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) |
| [X] | Rule 13d-1(c) |
| [ ] | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for 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 the 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 (“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).
CUSIP No. 54738L109 | |||
| 1. | Names
of Reporting Persons Alexander Mitchell | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | [ ] | ||
| (b) | [X] | ||
| 3. | SEC Use Only | ||
| 4. | Citizenship
or Place of Organization United States of America | ||
| Number
of Shares Bene ficially Owned by Each Reporting Person With |
5. | Sole
Voting Power 0 |
| 6. | Shared
Voting Power 800,000 | |
| 7. | Sole
Dispositive Power 0 | |
| 8. | Shared
Dispositive Power 800,000 | |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 800,000 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] | |
| 11. | Percent
of Class Represented by Amount in Row (9) 5.49% | |
| 12. | Type
of Reporting Person (See Instructions) IN | |
| 2 |
CUSIP No. 54738L109 | |||
| 1. | Names
of Reporting Persons Scopus Capital, Inc. | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | [ ] | ||
| (b) | [X] | ||
| 3. | SEC Use Only | ||
| 4. | Citizenship
or Place of Organization Delaware | ||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole
Voting Power 0 |
| 6. | Shared
Voting Power 800,000 | |
| 7. | Sole
Dispositive Power 0 | |
| 8. | Shared
Dispositive Power 800,000 | |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 800,000 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] | |
| 11. | Percent
of Class Represented by Amount in Row (9) 5.49% | |
| 12. | Type
of Reporting Person (See Instructions) CO | |
| 3 |
CUSIP No. 54738L109 | |||
| 1. | Names
of Reporting Persons Scopus Asset Management, L.P. | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | [ ] | ||
| (b) | [X] | ||
| 3. | SEC Use Only | ||
| 4. | Citizenship
or Place of Organization Delaware | ||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole
Voting Power 0 |
| 6. | Shared
Voting Power 800,000 | |
| 7. | Sole
Dispositive Power 0 | |
| 8. | Shared
Dispositive Power 800,000 | |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 800,000 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] | |
| 11. | Percent
of Class Represented by Amount in Row (9) 5.49% | |
| 12. | Type
of Reporting Person (See Instructions) IA | |
| 4 |
CUSIP No. 54738L109 | |||
| 1. | Names
of Reporting Persons Scopus Advisors, LLC | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | [ ] | ||
| (b) | [X] | ||
| 3. | SEC Use Only | ||
| 4. | Citizenship
or Place of Organization Delaware | ||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole
Voting Power 0 |
| 6. | Shared
Voting Power 746,496 | |
| 7. | Sole
Dispositive Power 0 | |
| 8. | Shared
Dispositive Power 746,496 | |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 746,496 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] | |
| 11. | Percent
of Class Represented by Amount in Row (9) 5.08% | |
| 12. | Type
of Reporting Person (See Instructions) OO | |
| 5 |
Item 1. | ||
| (a) | Name of Issuer: < font style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Lovesac Company (the “Issuer”) | |
| (b) | Address of Issuer’s Principal Executive Offices: Two Landmark Square, Suite 06901 Stamford, Connecticut | |
| Item 2. | ||
| (a) | Name of Person Filing:
This statement is filed by Mr. Alexander Mitchell; Scopus Capital, Inc. (“SCI”); Scopus Asset Management, L.P(“SAMLP); and Scopus Advisors, LLC (“SALLC”, and together with Mr. Mitchell, SCI and SAMLP, the “Reporting Persons”). | |
| (b) | Address of Principal Business Office or, if none, Residence:
For each Reporting Person:
c/o Scopus Asset Management, L.P. 717 Fifth Ave., 21st Floor New York, New York 10022 | |
| (c) | Citizenship:
For each Reporting Person other than Mr. Mitchell, Delaware.
For Mr. Mitchell, United States of America | |
| (d) | Title of Class of Securities:
Common Stock, par value $0.00001 per share (“Common Stock”) | |
| (e) | CUSIP Number:
54738L109 | |
| Item 3. | If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| Not applicable. | ||
| Item 4. | Ownership | |
The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Statement.
The percent of class represented by the amount beneficially owned by each Reporting Person is based on 20,000,000 shares of Common Stock outstanding as of December 8, 2020, as indicated by the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on December 9, 2020.
SALLC is the general partner one or more private funds (together the “Funds”) and is deemed to have beneficial ownership of the Common Stock beneficially owned by the Funds. SAMLP is the investment advisor of the Funds and is deemed to have beneficial ownership of the Common Stock beneficially owned by the Funds. SCI is the general partner of SAMLP and is deemed to have beneficial ownership of the Common Stock beneficially owned by SAMLP. Mr. Mitchell holds 100% of the ownership interest in each of SALLC and SCI and is deemed to have beneficial ownership of the Common Stock beneficially owned by each such entity. | ||
| 6 |
| 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 |
| The Funds, as the entities that directly hold the Common Stock, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock reported as beneficially owned by Mr. Mitchell, SCI, SAMLP and SALLC. | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
| 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 |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. | |
| 7 |
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 March 15, 2021
| alexANDER mitchell | SCOPUS CAPITAL, INC. | |||
| /s/ Daniel Fried, attorney-in-fact | By: | /s/ Daniel Fried | ||
| Name: | Daniel Fried | |||
| Title: | Attorney-in-Fact | |||
| SCOPUS ASSET MANAGEMENT, L.P. | SCOPUS ADVISORS, LLC | |||
| By: Scopus Capital, Inc., its General Partner | ||||
| By: | /s/ Daniel Fried | By: | /s/ Daniel Fried | |
| Name: | Daniel Fried | Name: | Daniel Fried | |
| Title: | Attorney-in-Fact | Title: | Attorney-in-Fact | |
| 8 |