SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CHANG STEVEN C

(Last)

(First)

(Middle)

650 MADISON AVENUE, 23RD FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Purple Communications, Inc. [ PRPL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Preferred Stock	$0.15	12/14/2009		P			1,333,333	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	13,333,330	⁽¹⁾⁽²⁾	3,333,333	I	See Footnotes⁽¹⁾⁽²⁾
Common Stock Warrant	$0.15	12/14/2009		P			26,666,660	⁽¹⁾⁽³⁾	⁽¹⁾⁽³⁾	Common Stock	26,666,660	⁽¹⁾⁽³⁾	66,666,660	I	See Footnotes⁽¹⁾⁽³⁾
Series B Preferred Stock	$0.15	12/22/2009		P			2,000,000	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	20,000,000	⁽¹⁾⁽²⁾	3,333,333	I	See Footnotes⁽¹⁾⁽²⁾
Common Stock Warrant	$0.15	12/22/2009		P			40,000,000	⁽¹⁾⁽³⁾	⁽¹⁾⁽³⁾	Common Stock	40,000,000	⁽¹⁾⁽³⁾	66,666,660	I	See Footnotes⁽¹⁾⁽³⁾

Explanation of Responses:

1. Steven C. Chang is the manager at CCG Operations, LLC, which serves as Managing Member of Clearlake Capital Partners, LLC, which serves as General Partner of CCP A, L.P., which is the registered holder of 3,333,333 shares of Series B Preferred Stock, which is convertible into Common Stock of Purple Communications, Inc., par value of $0.01 per share, at $0.15 per share of Common Stock (as adjusted for subsequent stock dividends, splits, combinations or similar events) (the "Series B Preferred Stock"), 7,456,480 shares of Series A Preferred Stock, which is convertible into Common Stock of Purple Communications, Inc., par value of $0.01 per share, warrants exercisable for 66,666,660 shares of Common Stock of Purple Communications, Inc. and 297,585 shares of Common Stock of Purple Communications, Inc., par value $0.01 per share.

2. The Series B Preferred Stock is convertible into common stock, par value $0.01 per share ("Common Stock"), at any time after the issuance of the shares of Series B Preferred Stock. This conversion right does not expire until the conversion of the Series B Preferred Stock into Common Stock or the redemption of the Series B Preferred Stock, which may be demanded by Purple Communications, Inc. or the holder of the Series B Preferred Stock no earlier than January 10, 2016. Steven C. Chang disclaims beneficial ownership of the 3,333,333 shares of Series B Preferred Stock, 7,456,480 shares of Series A Preferred Stock, the warrants exercisable for 66,666,660 shares of Common Stock and 297,585 shares of Common Stock beneficially owned by CCG Operations, LLC, Clearlake Capital Partners, LLC, and CCP A, L.P., except to the extent of his pecuniary interest therein.

3. The Common Stock Warrants (the "Warrants") are exercisable for Common Stock at any time after the issuance of the Warrants. This exercise right does not expire until the expiration of the Warrants, which occurs seven years from the date of the issuance of the Warrants. The Warrants are exercisable for Common Stock at $0.15 per share (as adjusted for subsequent stock dividends, splits, combinations or similar events with respect to the Common Stock). Steven C. Chang disclaims beneficial ownership of the 3,333,333 shares of Series B Preferred Stock, 7,456,480 shares of Series A Preferred Stock, the Warrants exercisable for 66,666,660 shares of Common Stock and 297,585 shares of Common Stock beneficially owned by CCG Operations, LLC, Clearlake Capital Partners, LLC, and CCP A, L.P., except to the extent of his pecuniary interest therein.

	/s/ Steven C. Chang	01/28/2010
	** Signature of Reporting Person	Date
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