SC 13D/A

Number of

shares

beneficially

owned by

each

reporting

person

with

Sole voting power

0

Shared voting power

13,019,027

Sole dispositive power

0

Shared dispositive power

13,019,027

SC 13D/A 1 d263305dsc13da.htm SC 13D/A SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 13)*

PURPLE INNOVATION, INC.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

74640Y 106

(CUSIP Number)

Christopher Shackelton/Adam Gray

105 Rowayton Avenue

Rowayton, CT 06853

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 16, 2021

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), §240.13d-1(f) or §240.13d-1(g), check the following box. ☐

*	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 disclosures provided in a prior cover page.

The information required on 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. 74640Y 106		13D/A		Page 2 of 10


1.		Names of reporting persons. Coliseum Capital Management, LLC
2.		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3.		SEC use only
4.		Source of funds (see instructions) AF
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization Delaware


CUSIP No. 74640Y 106		13D/A		Page 3 of 10


1.		Names of reporting persons. Coliseum Capital, LLC
2.		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3.		SEC use only
4.		Source of funds (see instructions) AF
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization Delaware


CUSIP No. 74640Y 106		13D/A		Page 4 of 10


1.		Names of reporting persons. Coliseum Capital Partners, L.P.
2.		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3.		SEC use only
4.		Source of funds (see instructions) WC
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization Delaware


CUSIP No. 74640Y 106		13D/A		Page 5 of 10


1.		Names of reporting persons. Coliseum Capital Co-Invest III, L.P.
2.		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3.		SEC use only
4.		Source of funds (see instructions) WC
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization Delaware


CUSIP No. 74640Y 106		13D/A		Page 6 of 10


1.		Names of reporting persons. Adam Gray
2.		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3.		SEC use only
4.		Source of funds (see instructions) AF
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization United States


CUSIP No. 74640Y 106		13D/A		Page 7 of 10


1.		Names of reporting persons. Christopher Shackelton
2.		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3.		SEC use only
4.		Source of funds (see instructions) AF
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization United States


CUSIP No. 74640Y 106		13D/A		Page 8 of 10

Explanatory Note: This Amendment No. 13 (this “Amendment”) to the Schedule 13D (the “Initial 13D”), filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on February 12, 2018 and as amended and supplemented by Amendment No. 1 to the Initial 13D filed on May 23, 2018, Amendment No. 2 to the Initial 13D filed on June 12, 2018, Amendment No. 3 to the Initial 13D filed on March 1, 2019, Amendment No. 4 to the Initial 13D filed on November 19, 2019, Amendment No. 5 to the Initial 13D filed on May 22, 2020, Amendment No. 6 to the Initial 13D filed on July 8, 2020, Amendment No. 7 to the Initial 13D filed on August 24, 2020, Amendment No. 8 to the Initial 13D filed on September 14, 2020, Amendment No. 9 to the Initial 13D filed on November 23, 2020, Amendment No. 10 to the Initial 13D filed on November 24, 2020, Amendment No. 11 to the Initial 13D filed on March 9, 2021, and Amendment No. 12 to the Initial 13D filed on May 25, 2021, amends and supplements certain of the items set forth therein.

As used in this Amendment, the term “Reporting Persons” collectively refers to:

•

Coliseum Capital Management, LLC, a Delaware limited liability company (“CCM”);

•

Coliseum Capital, LLC, a Delaware limited liability company (“CC”);

•

Coliseum Capital Partners, L.P., a Delaware limited partnership (“CCP”);

•

Coliseum Capital Co-Invest III, L.P., a Delaware limited partnership (“CCC III”);

•

Adam Gray (“Gray”), a director of Purple Innovation, Inc. (the “Issuer”); and

•

Christopher Shackelton (“Shackelton”).

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and supplemented as follows:

The source and amount of funds used in purchasing the Common Stock described in Item 5 by the Reporting Persons and a separate account investment advisory client of CCM (the “Separate Account”) were as follows:


Purchaser	Source of Funds	Amount
CCP	Working Capital	$	40,062,445
Separate Account	Working Capital	$	12,609,418

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and supplemented as follows:

The information relating to the beneficial ownership of Class A common stock, par value $0.0001 per share (the “Class A Stock”), by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference herein. The percentages set forth in Row 13 for all cover pages filed herewith are calculated based upon 66,479,872 shares of Class A Stock outstanding as of November 5, 2021, as reported in the Issuer’s Form 10-Q filed with the SEC on November 9, 2021. When including the Issuer’s Class B common stock, par value $0.0001 per share (the “Class B Stock” and, together with the Class A Stock, the “Common Stock”), the Reporting Persons beneficially own 19.5% of the Common Stock.


CUSIP No. 74640Y 106		13D/A		Page 9 of 10

The Reporting Persons and the Separate Account effected the following transactions in the Common Stock on the dates indicated, and such transactions are the only transactions in the Common Stock by the Reporting Persons in the sixty days preceding the filing of this Amendment, or since the last 13D filing, whichever is less:


Name	Nature of Transaction	Date		Number of Shares of Common Stock		Weighted Average Price Per Share		Range of Prices
CCP	Open Market Purchase		12/16/2021		641,479	$	10.13	$	9.49 - $10.48
CCP	Open Market Purchase		12/16/2021		785,378	$	10.73	$	10.49 - $10.90
Separate Account	Open Market Purchase		12/16/2021		201,923	$	10.13	$	9.49 - $10.48
Separate Account	Open Market Purchase		12/16/2021		247,220	$	10.73	$	10.49 - $10.90
CCP	Open Market Purchase		12/17/2021		2,208,916	$	11.38	$	10.80 - $11.75
Separate Account	Open Market Purchase		12/17/2021		695,199	$	11.38	$	10.80 - $11.75

SIGNATURES

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: December 20, 2021


COLISEUM CAPITAL MANAGEMENT, LLC		COLISEUM CAPITAL CO-INVEST III, L.P.

By:	/s/ Thomas Sparta Thomas Sparta, Attorney-in-fact	By:	Coliseum Capital, LLC, General Partner

COLISEUM CAPITAL, LLC		By:	/s/ Thomas Sparta Thomas Sparta, Attorney-in-fact

By:	/s/ Thomas Sparta Thomas Sparta, Attorney-in-fact	ADAM GRAY
		By:	/s/ Thomas Sparta Thomas Sparta, Attorney-in-fact

COLISEUM CAPITAL PARTNERS, L.P.		CHRISTOPHER SHACKELTON

By:	Coliseum Capital, LLC, General Partner	By:	/s/ Thomas Sparta Thomas Sparta, Attorney-in-fact

By:	/s/ Thomas Sparta Thomas Sparta, Attorney-in-fact