Amended Statement of Beneficial Ownership (sc 13d/a)
November 23 2020 - 4:17PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
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)
November 13, 2020
(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. ☐
*
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The remainder of this cover page shall be filled out for a reporting persons 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.
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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).
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CUSIP No. 74640Y 106
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13D/A
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Page
2
of 10
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1.
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Names of
reporting persons.
Coliseum Capital Management, LLC
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2.
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Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
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3.
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SEC use only
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4.
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Source of funds (see instructions)
AF
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5.
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or place of
organization
Delaware
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Number of
shares
beneficially
owned by
each
reporting
person
with
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7.
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Sole voting power
0
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8.
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Shared voting power
16,420,942 (1)
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9.
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Sole dispositive power
0
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10.
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Shared dispositive power
16,420,942 (1)
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11.
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Aggregate amount beneficially owned by each reporting person
16,420,942 (1)
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12.
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions)
☐
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13.
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Percent of class represented by amount
in Row (11)
24.4% (1)
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14.
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Type of reporting person (see
instructions)
IA
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(1)
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Consists of (a) 13,529,693 shares of Class A common stock, par value $0.0001 per share (the
Class A Stock), of the Purple Innovation, Inc. (the Issuer), and (b) 2,891,249 shares of Class A Stock that could be obtained upon conversion of 5,782,500 warrants received in connection
with the Agreement to Assign Sponsor Warrants, dated February 2, 2018 by and among the Issuer, Global Partner Sponsor I LLC, Continental Stock Transfer and Trust Company, Coliseum Capital Partners, L.P. (CCP), Coliseum Co-Invest Debt Fund, L.P. (COC) and a separate account investment advisory client (the Separate Account) of Coliseum Capital Management, LLC (the Private
Placement Warrants), with each Private Placement Warrant providing the right to purchase one-half share of Class A Stock per Private Placement Warrant at a price of $5.75 per half share.
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CUSIP No. 74640Y 106
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13D/A
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Page
3
of 10
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1.
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Names of
reporting persons.
Coliseum Capital, LLC
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2.
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Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
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3.
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SEC use only
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4.
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Source of funds (see instructions)
AF
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5.
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or place of
organization
Delaware
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Number of
shares
beneficially
owned by
each
reporting
person
with
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7.
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Sole voting power
0
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8.
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Shared voting power
12,882,658 (1)
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9.
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Sole dispositive power
0
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10.
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Shared dispositive power
12,882,658 (1)
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11.
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Aggregate amount beneficially owned by each reporting person
12,882,658 (1)
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12.
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions)
☐
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13.
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Percent of class represented by amount
in Row (11)
19.5% (1)
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14.
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Type of reporting person (see
instructions)
OO
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(1)
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Consists of (a) 10,511,990 shares of Class A Stock, and (b) 2,370,668 shares of Class A Stock that
could be obtained upon conversion of 4,741,337 Private Placement Warrants.
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CUSIP No. 74640Y 106
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13D/A
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Page
4
of 10
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1.
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Names of
reporting persons.
Coliseum Capital Partners, L.P.
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2.
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Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
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3.
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SEC use only
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4.
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Source of funds (see instructions)
WC
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5.
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or place of
organization
Delaware
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Number of
shares
beneficially
owned by
each
reporting
person
with
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7.
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Sole voting power
0
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8.
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Shared voting power
10,148,182 (1)
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9.
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Sole dispositive power
0
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10.
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Shared dispositive power
10,148,182 (1)
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11.
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Aggregate amount beneficially owned by each reporting person
10,148,182 (1)
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12.
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions)
☐
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13.
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Percent of class represented by amount
in Row (11)
15.6% (1)
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14.
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Type of reporting person (see
instructions)
PN
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(1)
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Consists of (a) 8,777,514 shares of Class A Stock, and (b) 1,370,668 shares of Class A Stock that
could be obtained upon conversion of 2,741,337 Private Placement Warrants.
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CUSIP No. 74640Y 106
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13D/A
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Page
5
of 10
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1.
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Names of
reporting persons.
Coliseum Co-Invest Debt
Fund, L.P.
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2.
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Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
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3.
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SEC use only
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4.
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Source of funds (see instructions)
WC
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5.
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or place of
organization
Delaware
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Number of
shares
beneficially
owned by
each
reporting
person
with
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7.
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Sole voting power
0
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8.
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Shared voting power
1,000,000 (1)
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9.
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Sole dispositive power
0
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10.
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Shared dispositive power
1,000,000 (1)
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11.
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Aggregate amount beneficially owned by each reporting person
1,000,000 (1)
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12.
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions)
☐
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13.
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Percent of class represented by amount
in Row (11)
1.6% (1)
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14.
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Type of reporting person (see
instructions)
PN
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(1)
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Consist of 1,000,000 shares of Class A Stock that could be obtained upon conversion of 2,000,000 Private
Placement Warrants.
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CUSIP No. 74640Y 106
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13D/A
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Page
6
of 10
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1.
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Names of
reporting persons.
Coliseum Capital
Co-Invest III, L.P.
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2.
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Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
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3.
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SEC use only
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4.
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Source of funds (see instructions)
WC
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5.
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or place of
organization
Delaware
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Number of
shares
beneficially
owned by
each
reporting
person
with
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7.
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Sole voting power
0
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8.
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Shared voting power
1,734,476
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9.
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Sole dispositive power
0
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10.
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Shared dispositive power
1,734,476
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11.
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Aggregate amount beneficially owned by each reporting person
1,734,476
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12.
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions)
☐
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13.
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Percent of class represented by amount
in Row (11)
2.8%
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14.
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Type of reporting person (see
instructions)
PN
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CUSIP No. 74640Y 106
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13D/A
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Page
7
of 10
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1.
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Names of
reporting persons.
Adam Gray
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2.
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Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
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3.
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SEC use only
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4.
|
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Source of funds (see instructions)
AF
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5.
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or place of
organization
United
States
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Number of
shares
beneficially
owned by
each
reporting
person
with
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7.
|
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Sole voting power
0
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8.
|
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Shared voting power
16,420,942 (1)
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9.
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Sole dispositive power
0
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10.
|
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Shared dispositive power
16,420,942 (1)
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11.
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Aggregate amount beneficially owned by each reporting person
16,420,942 (1)
|
12.
|
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions)
☐
|
13.
|
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Percent of class represented by amount
in Row (11)
24.4% (1)
|
14.
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Type of reporting person (see
instructions)
IN
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(1)
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Consists of (a) 13,529,693 shares of Class A Stock, and (b) 2,891,249 shares of Class A Stock that
could be obtained upon conversion of 5,782,500 Private Placement Warrants.
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CUSIP No. 74640Y 106
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13D/A
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Page
8
of 10
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1.
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Names of
reporting persons.
Christopher Shackelton
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2.
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Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
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3.
|
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SEC use only
|
4.
|
|
Source of funds (see instructions)
AF
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5.
|
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
☐
|
6.
|
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Citizenship or place of
organization
United
States
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Number of
shares
beneficially
owned by
each
reporting
person
with
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7.
|
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Sole voting power
0
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8.
|
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Shared voting power
16,420,942 (1)
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9.
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Sole dispositive power
0
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10.
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Shared dispositive power
16,420,942 (1)
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11.
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Aggregate amount beneficially owned by each reporting person
16,420,942 (1)
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12.
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions)
☐
|
13.
|
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Percent of class represented by amount
in Row (11)
24.4% (1)
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14.
|
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Type of reporting person (see
instructions)
IN
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(1)
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Consists of (a) 13,529,693 shares of Class A Stock, and (b) 2,891,249 shares of Class A Stock that
could be obtained upon conversion of 5,782,500 Private Placement Warrants.
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CUSIP No. 74640Y 106
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13D/A
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Page
9
of 10
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Explanatory Note: This Amendment No. 9 (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, and Amendment No. 8 to the Initial 13D filed on
September 14, 2020, amends and supplements certain of the items set forth therein.
As used in this Amendment, the term Reporting
Persons collectively refers to:
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Coliseum Capital Management, LLC, a Delaware limited liability company (CCM);
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Coliseum Capital, LLC, a Delaware limited liability company (CC);
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Coliseum Capital Partners, L.P., a Delaware limited partnership (CCP);
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Coliseum Co-Invest Debt Fund, L.P., a Delaware limited partnership
(COC);
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Coliseum Capital Co-Invest III, L.P., a Delaware limited partnership
(CCC III);
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Adam Gray (Gray), a director of the Issuer; and
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Christopher Shackelton (Shackelton).
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Item 5.
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Interest in Securities of the Issuer.
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Item 5 is hereby amended and supplemented as follows:
The
information relating to the beneficial ownership of 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 60,934,097 shares of Class A Stock outstanding as of November 9, 2020, as reported in the Issuers Quarterly Report on Form 10-Q filed with
the SEC on November 10, 2020. When including the Issuers 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 24.2% of the Common Stock.
Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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Item 6 is hereby amended and supplemented as follows:
CCM is an investment adviser whose clients, including CCP, COC, CCC III and the Separate Account, have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the Class A Stock. CC is the general partner of CCP, COC and CCC III. Gray and Shackelton are the managers of CC and CCM.
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: November 23, 2020
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COLISEUM CAPITAL MANAGEMENT, LLC
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COLISEUM CO-INVEST DEBT FUND, L.P.
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By:
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Coliseum Capital, LLC, General Partner
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By:
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/s/ Chivonne Cassar
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By:
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/s/ Chivonne Cassar
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Chivonne Cassar, Attorney-in-fact
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Chivonne Cassar, Attorney-in-fact
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COLISEUM CAPITAL, LLC
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COLISEUM CAPITAL CO-INVEST III, L.P.
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By:
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Coliseum Capital, LLC, General Partner
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By:
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/s/ Chivonne Cassar
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Chivonne Cassar, Attorney-in-fact
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By:
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/s/ Chivonne Cassar
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Chivonne Cassar, Attorney-in-fact
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COLISEUM CAPITAL PARTNERS, L.P.
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ADAM GRAY
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By:
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Coliseum Capital, LLC, General Partner
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By:
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/s/ Chivonne Cassar
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By:
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/s/ Chivonne Cassar
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Chivonne Cassar, Attorney-in-fact
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Chivonne Cassar, Attorney-in-fact
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CHRISTOPHER SHACKELTON
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By:
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/s/ Chivonne Cassar
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Chivonne Cassar, Attorney-in-fact
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