Statement of Changes in Beneficial Ownership (4)
May 25 2021 - 4:17PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
*
Coliseum Capital Management, LLC |
2. Issuer Name and Ticker or Trading Symbol
Purple Innovation, Inc.
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PRPL
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
105 ROWAYTON AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/21/2021 |
(Street)
ROWAYTON, CT 06853
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock ("Common Stock") | 5/21/2021 | | S(1) | | 7308792 | D | $30.00 | 8235943 | I | See Footnotes (2)(3)(4) |
Common Stock | 5/21/2021 | | A(5) | | 2969 | A | $0.00 (5) | 8238912 | I | See Footnotes (2)(3)(4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Explanation of Responses: |
(1) | Sale of shares pursuant to an underwritten registered public offering. These securities sold were held by CCP (as defined below), COC (as defined below) and a separate account investment advisory client of CCM (the "Separate Account"). |
(2) | The Common Stock is held directly by (a) Coliseum Capital Partners, L.P. ("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, (c) Coliseum Co-Invest Debt Fund, L.P. ("COC" and together with CCP and CCC III, the "Funds"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, and (d) the Separate Account. |
(3) | 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. |
(4) | Following the transactions reported herein, CCP, COC, CCC III and the Separate Account directly owned 4,942,848; 0; 1,734,476; and 1,561,588 shares of Common Stock, respectively. |
(5) | The Common Stock was received by Gray in connection with his service as a member of the board of directors of the Issuer. Gray has agreed that all equity awards he receives for serving as a director of the Issuer shall be issued to CCP. |
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, COC, CCC III and Shackelton. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Coliseum Capital Management, LLC 105 ROWAYTON AVENUE ROWAYTON, CT 06853 | X | X |
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Shackelton Christopher S 105 ROWAYTON AVE. ROWAYTON, CT 06853 |
| X |
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Coliseum Capital, LLC 105 ROWAYTON AVE. ROWAYTON, CT 06853 |
| X |
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COLISEUM CAPITAL PARTNERS, L.P. 105 ROWAYTON AVE. ROWAYTON, CT 06853 |
| X |
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Coliseum Co-Invest Debt Fund, L.P. 105 ROWAYTON AVE. ROWAYTON, CT 06853 | X | X |
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Coliseum Capital Co-Invest III, L.P. 105 ROWAYTON AVE. ROWAYTON, CT 06853 |
| X |
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Gray Adam 105 ROWAYTON AVE. ROWAYTON, CT 06853 |
| X |
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Signatures
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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. | | 5/25/2021 |
**Signature of Reporting Person | Date |
Coliseum Capital, LLC, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact | | 5/25/2021 |
**Signature of Reporting Person | Date |
Coliseum Capital Partners, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact | | 5/25/2021 |
**Signature of Reporting Person | Date |
Coliseum Co-Invest Debt Fund, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact | | 5/25/2021 |
**Signature of Reporting Person | Date |
Coliseum Capital Co-Invest III, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact | | 5/25/2021 |
**Signature of Reporting Person | Date |
Adam Gray, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact | | 5/25/2021 |
**Signature of Reporting Person | Date |
Christopher Shackelton, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact | | 5/25/2021 |
**Signature of Reporting Person | Date |
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