0000899243-20-030657.txt : 20201109
0000899243-20-030657.hdr.sgml : 20201109
20201109180754
ACCESSION NUMBER: 0000899243-20-030657
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20201105
FILED AS OF DATE: 20201109
DATE AS OF CHANGE: 20201109
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Gray Adam
CENTRAL INDEX KEY: 0001454123
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37523
FILM NUMBER: 201299094
MAIL ADDRESS:
STREET 1: 105 ROWAYTON AVENUE
CITY: ROWAYTON
STATE: CT
ZIP: 06853
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Coliseum Capital Co-Invest III, L.P.
CENTRAL INDEX KEY: 0001807345
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37523
FILM NUMBER: 201299095
BUSINESS ADDRESS:
STREET 1: 105 ROWAYTON AVENUE
CITY: ROWAYTON
STATE: CT
ZIP: 06853
BUSINESS PHONE: 203-883-0100
MAIL ADDRESS:
STREET 1: 105 ROWAYTON AVENUE
CITY: ROWAYTON
STATE: CT
ZIP: 06853
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Coliseum Co-Invest Debt Fund, L.P.
CENTRAL INDEX KEY: 0001670736
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37523
FILM NUMBER: 201299096
BUSINESS ADDRESS:
STREET 1: METRO CENTER, 1 STATION PLACE
STREET 2: 7TH FLOOR SOUTH
CITY: STAMFORD
STATE: CT
ZIP: 06902-6800
BUSINESS PHONE: 203-883-0100
MAIL ADDRESS:
STREET 1: METRO CENTER, 1 STATION PLACE
STREET 2: 7TH FLOOR SOUTH
CITY: STAMFORD
STATE: CT
ZIP: 06902-6800
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: COLISEUM CAPITAL PARTNERS, L.P.
CENTRAL INDEX KEY: 0001356974
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37523
FILM NUMBER: 201299097
BUSINESS ADDRESS:
STREET 1: 105 ROWAYTON AVENUE
CITY: ROWAYTON
STATE: CT
ZIP: 06853
BUSINESS PHONE: 203-883-0100
MAIL ADDRESS:
STREET 1: 105 ROWAYTON AVENUE
CITY: ROWAYTON
STATE: CT
ZIP: 06853
FORMER NAME:
FORMER CONFORMED NAME: COLISEUM CAPITAL PARTNERS L P
DATE OF NAME CHANGE: 20060322
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Coliseum Capital, LLC
CENTRAL INDEX KEY: 0001409585
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37523
FILM NUMBER: 201299098
BUSINESS ADDRESS:
STREET 1: 105 ROWAYTON AVENUE
CITY: ROWAYTON
STATE: CT
ZIP: 06853
BUSINESS PHONE: 212-488-5555
MAIL ADDRESS:
STREET 1: 105 ROWAYTON AVENUE
CITY: ROWAYTON
STATE: CT
ZIP: 06853
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Shackelton Christopher S
CENTRAL INDEX KEY: 0001430708
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37523
FILM NUMBER: 201299099
MAIL ADDRESS:
STREET 1: 105 ROWAYTON AVENUE
CITY: ROWAYTON
STATE: CT
ZIP: 06853
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Coliseum Capital Management, LLC
CENTRAL INDEX KEY: 0001409751
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37523
FILM NUMBER: 201299100
BUSINESS ADDRESS:
STREET 1: 105 ROWAYTON AVENUE
CITY: ROWAYTON
STATE: CT
ZIP: 06853
BUSINESS PHONE: 203-883-0100
MAIL ADDRESS:
STREET 1: 105 ROWAYTON AVENUE
CITY: ROWAYTON
STATE: CT
ZIP: 06853
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Purple Innovation, Inc.
CENTRAL INDEX KEY: 0001643953
STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD FURNITURE [2510]
IRS NUMBER: 474078206
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 4100 N. CHAPEL RIDGE RD
STREET 2: SUITE 200
CITY: LEHI
STATE: UT
ZIP: 84043
BUSINESS PHONE: 801-756-2600
MAIL ADDRESS:
STREET 1: 4100 N. CHAPEL RIDGE RD
STREET 2: SUITE 200
CITY: LEHI
STATE: UT
ZIP: 84043
FORMER COMPANY:
FORMER CONFORMED NAME: Global Partner Acquisition Corp.
DATE OF NAME CHANGE: 20150602
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2020-11-05
0
0001643953
Purple Innovation, Inc.
PRPL
0001409751
Coliseum Capital Management, LLC
105 ROWAYTON AVENUE
ROWAYTON
CT
06853
1
0
1
0
0001430708
Shackelton Christopher S
105 ROWAYTON AVE.
ROWAYTON
CT
06853
1
0
1
0
0001409585
Coliseum Capital, LLC
105 ROWAYTON AVE.
ROWAYTON
CT
06853
1
0
1
0
0001356974
COLISEUM CAPITAL PARTNERS, L.P.
105 ROWAYTON AVE.
ROWAYTON
CT
06853
1
0
1
0
0001670736
Coliseum Co-Invest Debt Fund, L.P.
105 ROWAYTON AVE.
ROWAYTON
CT
06853
1
0
1
0
0001807345
Coliseum Capital Co-Invest III, L.P.
105 ROWAYTON AVE
ROWAYTON
CT
06853
1
0
1
0
0001454123
Gray Adam
105 ROWAYTON AVE.
ROWAYTON
CT
06853
1
0
1
0
Class A Common Stock ("Common Stock")
2020-11-05
4
X
0
2613240
0.00
A
12643215
I
See Footnotes
Common Stock
2020-11-09
4
M
0
1422139
11.50
A
14065345
I
See Footnotes
Common Stock
2020-11-09
4
D
0
536569
30.48
D
13528785
I
See Footnotes
Incremental Loan Warrants (right to buy)
2020-11-05
4
X
0
2613240
0.00
D
2020-11-05
2024-02-26
Common Stock
2613240
0
I
See Footnotes
Public Warrants (right to buy)
2020-11-09
4
M
0
2844278
0.00
D
2020-11-09
2023-02-02
Common Stock
1422139
0
I
See Footnotes
On November 5, 2020, the reporting persons exercised warrants on a cashless basis in exchange for common stock, which were received in connection with the Amended and Restated Credit Agreement, dated as of February 26, 2019, by and among Purple Innovation, LLC (the "Issuer"), Coliseum Capital Partners, L.P. ("CCP"), a separate account investment advisory client of CCM (defined below) (the "Separate Account") and Coliseum Co-Invest Debt Fund, L.P. ("COC") (the "Incremental Loan Warrants"), with each Incremental Loan Warrant providing the right to purchase one share of the Common Stock per Incremental Loan Warrant at a price of $0.00 per share.
On November 9, 2020, the reporting persons exercised warrants that were purchased in the open market (the "Public Warrants") in exchange for common stock, with each Public Warrant providing the right to purchase one-half share of Common Stock per Public Warrant at a price of $11.50 per whole share. The disposition of Common Stock in connection with the cashless exercise was exempted pursuant to Rule 16b-3 of the Securities Exchange Act of 1934, as amended, by resolution of the board of directors of the Issuer prior to the disposition.
The number of shares issuable upon a cashless exercise is determined, in accordance with Section 3.3.1(b) of the Warrant Agreement, dated as of July 29, 2015, by and between Global Partner Acquisition Corp. and Continental Stock Transfer & Trust Company, by dividing (x) the product of the number of shares of Common Stock underlying the Public Warrants multiplied by the difference between $11.50 and the Fair Market Value by (y) the Fair Market Value. For this purpose, the "Fair Market Value" is equal to the average last sale price of the Issuer's Common Stock for the ten (10) trading days ending on the third trading day prior to October 27, 2020. The Issuer has calculated the Fair Market Value to be $30.48.
The Common Stock is held directly by (a) CCP, an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser, (b) Coliseum Capital Co-Invest III, L.P. ("CCC III" and together with CCP, the "Funds"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, and (c) the Separate Account.
Christopher Shackelton ("Shackelton") and Adam Gray ("Gray") are managers of and have an ownership interest in each of CCM and CC. Each of Shackelton, Gray, CCP, COC, CCC III, the Separate Account, CC and CCM disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.
Following the transactions reported herein, CCP, CCC III and the Separate Account directly owned 8,776,606, 1,734,476 and 3,017,703 shares of Common Stock, respectively.
Gray is a director of the Issuer. As a result, the following persons may be deemed directors by deputization of the Issuer solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended: CCM, CC, CCP, COC, CCC III and Shackelton.
Coliseum Capital Management, LLC, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact
2020-11-09
Coliseum Capital, LLC, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact
2020-11-09
Coliseum Capital Partners, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact
2020-11-09
Coliseum Co-Invest Debt Fund, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact
2020-11-09
Coliseum Capital Co-Invest III, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact
2020-11-09
Adam Gray, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact
2020-11-09
Christopher Shackelton, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact
2020-11-09