Statement of Changes in Beneficial Ownership (4)
November 09 2020 - 06:08PM
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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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
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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. [ PRPL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director __X__
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
|
(Last)
(First)
(Middle)
105 ROWAYTON AVENUE |
3. Date of Earliest Transaction (MM/DD/YYYY)
11/5/2020
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(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
_ X _ 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. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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") |
11/5/2020 |
|
X(1) |
|
2613240 |
A |
$0.00 |
12643215 |
I |
See Footnotes (4)(5)(6) |
Common Stock |
11/9/2020 |
|
M(2) |
|
1422139 |
A |
$11.50 |
14065345 |
I |
See Footnotes (4)(5)(6) |
Common Stock |
11/9/2020 |
|
D(2) |
|
536569 |
D |
$30.48 (3) |
13528785 |
I |
See Footnotes (4)(5)(6) |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
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 |
Incremental Loan Warrants (right to
buy) |
(1) |
11/5/2020 |
|
X |
|
|
2613240 |
11/5/2020 |
2/26/2024 |
Common Stock |
2613240 |
$0.00 |
0 |
I |
See Footnotes (4)(5)(6) |
Public Warrants (right to
buy) |
(2)(3) |
11/9/2020 |
|
M |
|
|
2844278 |
11/9/2020 |
2/2/2023 |
Common Stock |
1422139 |
$0.00 |
0 |
I |
See Footnotes (4)(5)(6) |
Explanation of
Responses: |
(1) |
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. |
(2) |
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. |
(3) |
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. |
(4) |
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. |
(5) |
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. |
(6) |
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. |
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
|
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 |
X |
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Coliseum Capital, LLC
105 ROWAYTON AVE.
ROWAYTON, CT 06853 |
X |
X |
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COLISEUM CAPITAL PARTNERS, L.P.
105 ROWAYTON AVE.
ROWAYTON, CT 06853 |
X |
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 |
X |
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Gray Adam
105 ROWAYTON AVE.
ROWAYTON, CT 06853 |
X |
X |
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Signatures
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Coliseum Capital Management, LLC, By: /s/
Chivonne Cassar, Chivonne Cassar, Attorney-in-fact |
|
11/9/2020 |
**Signature of Reporting
Person |
Date |
Coliseum Capital, LLC, By: /s/ Chivonne Cassar,
Chivonne Cassar, Attorney-in-fact |
|
11/9/2020 |
**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 |
|
11/9/2020 |
**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 |
|
11/9/2020 |
**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 |
|
11/9/2020 |
**Signature of Reporting
Person |
Date |
Adam Gray, By: /s/ Chivonne Cassar, Chivonne
Cassar, Attorney-in-fact |
|
11/9/2020 |
**Signature of Reporting
Person |
Date |
Christopher Shackelton, By: /s/ Chivonne Cassar,
Chivonne Cassar, Attorney-in-fact |
|
11/9/2020 |
**Signature of Reporting
Person |
Date |