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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Purple Innovation, Inc. [ PRPL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/16/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock ("Common Stock") | 05/16/2022 | P | 2,083,347 | A | $4.68(1) | 37,110,072 | I | See Footnotes(5)(6) | ||
Common Stock | 05/17/2022 | P | 283,578 | A | $4.79(2) | 37,393,650 | I | See Footnotes(5)(6) | ||
Common Stock | 05/17/2022 | A | 17,947 | A | $0.00(3) | 37,411,597 | I | See Footnotes(5)(6) | ||
Common Stock | 05/18/2022 | P | 987,859 | A | $4.58(4) | 38,399,456 | I | See Footnotes(5)(6)(7) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.26 to $4.90, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission ("SEC"), upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
2. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.64 to $4.91, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
3. The Common Stock was received by Adam Gray ("Gray") in connection with his service as a member of the board of directors of the Issuer. Gray has agreed that all equity awards received for serving as a director of the Issuer shall be issued to Coliseum Capital Partners, L.P. ("CCP"). |
4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.41 to $4.75, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
5. 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"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, and (c) the Separate Account. |
6. Christopher Shackelton ("Shackelton") and Gray are managers of and have an ownership interest in each of CCM and CC. Each of Shackelton, Gray, CCP, 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. |
7. Following the transactions reported herein, CCP, CCC III and the Separate Account directly owned 28,408,017; 3,133,449; and 6,857,990 shares of Common Stock, respectively. |
Remarks: |
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, CCC III and Shackelton. |
Coliseum Capital Management, LLC By: /s/ Thomas Sparta, Thomas Sparta, Attorney-in-fact | 05/18/2022 | |
Coliseum Capital, LLC By: /s/ Thomas Sparta, Thomas Sparta, Attorney-in-fact | 05/18/2022 | |
Coliseum Capital Partners, L.P. By: Coliseum Capital, LLC, its General Partner By: /s/ Thomas Sparta, Thomas Sparta, Attorney-in-fact | 05/18/2022 | |
Coliseum Capital Co-Invest III, L.P. By: Coliseum Capital, LLC, its General Partner By: /s/ Thomas Sparta, Thomas Sparta, Attorney-in-fact | 05/18/2022 | |
Adam Gray By: /s/ Thomas Sparta, Thomas Sparta, Attorney-in-fact | 05/18/2022 | |
Christopher Shackelton By: /s/ Thomas Sparta, Thomas Sparta, Attorney-in-fact | 05/18/2022 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |