Form SC 13G Lovesac Co Filed by: SCOPUS ASSET MANAGEMENT, L.P.

 

 

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 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) IN

 

 

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

 

 

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

 

 

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

 

 

Item 1.
	(a)	Name of Issuer: 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.

 

 

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.

 

 

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

 

 

 

Exhibit 99.1

 

JOINT FILING AGREEMENT

 

The persons below hereby agree that the Schedule 13G to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13G, shall be filed on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934.

 

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

 

 

LIMITED POWER OF ATTORNEY FOR 

SECTION 13(d) REPORTING PURPOSES

 

Know all by these presents, that the undersigned hereby makes, constitutes and appoints Daniel Fried, acting individually, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:

 

(1) execute for, and on behalf of, the undersigned, in the undersigned’s capacity as a greater than 5% beneficial owner of The Lovesac Company (the “Company”), Schedule 13D or Schedule 13G in accordance with Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder (the “Exchange Act”);

 

(2) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare, complete and execute any such Schedule 13D or Schedule 13G, and any amendments or joint filing agreements thereto, and timely file such Schedule 13D or Schedule 13G or reports with the United States Securities and Exchange Commission; and

 

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s sole discretion.

 

The undersigned hereby gives and grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.

 

The undersigned hereby acknowledges that (a) the foregoing attorney-in-fact is serving in such capacity at the request of the undersigned; (b) this Limited Power of Attorney authorizes, but does not require, such attorney-in-fact to act in his discretion on information provided to such attorney-in-fact without independent verification of such information; (c) any documents prepared and/or executed by such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such information and disclosure as such attorney-in-fact, in his or her sole discretion, deems necessary or advisable; (d) neither the Company nor any attorney-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act or (ii) any liability of the undersigned for any failure to comply with such requirements; and (e) this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including, without limitation, the reporting requirements under Section 13(d) of the Exchange Act.

 

This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D or Schedule 13G with respect to the undersigned’s holdings of securities issued by the Company, unless earlier revoked as to the attorney-in-fact by the undersigned in a signed writing delivered to such attorney-in-fact.

 

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 15th day of March, 2021.

  

alexANDER mitchell			SCOPUS CAPITAL, INC.
/s/ Alexander Mitchell			By:	/s/ Alexander Mitchell
			Name:	Alexander Mitchell
			Title:	Sole Shareholder
SCOPUS ASSET MANAGEMENT, L.P.			SCOPUS ADVISORS, LLC
By: Scopus Capital, Inc., its General Partner
By:	/s/ Alexander Mitchell		By:	/s/ Daniel Fried
Name:	Alexander Mitchell		Name:	Daniel Fried
Title:	Sole Shareholder		Title:	Attorney-in-Fact

 

  

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