Amended Statement of Changes in Beneficial Ownership (4/a)
September 22 2020 - 4:21PM
Edgar (US Regulatory)
FORM 4
[X]
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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3235-0287
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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
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Pearce Terry Vernon |
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)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Former 10% Owner |
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(Last)
(First)
(Middle)
1250 E. WATKINS LANE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/14/2020 |
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(Street)
ALPINE, UT 84004
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
9/17/2020 |
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ 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 | 9/14/2020 | | S | | 13600000 | D | $18.5 (1) | 0 | I | By InnoHold, LLC (1)(2) |
| Class A Common Stock | | | | | | | | 9784 | D | |
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) | On September 14, 2020, in an underwritten offering of the Issuer's Class A Common Stock by certain selling stockholders, InnoHold sold an aggregate amount of 13,600,000 shares of Class A Common Stock for a price per share of $18.50. Such price per share does not reflect underwriter discounts or fees. |
| (2) | As one of the two managers of InnoHold, Mr. Pearce has voting and investment control over and may be considered the beneficial owner of all stock owned by InnoHold. Mr. Pearce disclaims beneficial ownership of such securities, and this report shall not be deemed an admission that Mr. Pearce is the beneficial owner of the securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein, if any. Mr. Pearce is not deemed to beneficially own the shares held directly by Tony M. Pearce or any other individuals. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Pearce Terry Vernon
1250 E. WATKINS LANE
ALPINE, UT 84004 |
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| Former 10% Owner |
Signatures
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| /s/ Terry V. Pearce | | 9/21/2020 |
| **Signature of Reporting Person | Date |