Purple Innovation (PRPL) Form 3 Purple Innovation / Adam Gray ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

(Last) (First) (Middle)

105 ROWAYTON AVE

(Street)

ROWAYTON CT 06853

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/02/2018

3. Issuer Name and Ticker or Trading Symbol
Purple Innovation, Inc. [ PRPL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock, par value $0.0001 per share	5,293,750	I	See footnotes(1)(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants	03/04/2018	02/02/2023	Class A Common Stock	2,891,249	5.75	I	See footnotes(2)(3)(4)

1. Name and Address of Reporting Person^*

Coliseum Capital Management, LLC

(Last) (First) (Middle)

105 ROWAYTON AVE

(Street)

ROWAYTON CT 06853

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Coliseum Capital, LLC

(Last) (First) (Middle)

105 ROWAYTON AVE.

(Street)

ROWAYTON CT 06853

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

COLISEUM CAPITAL PARTNERS, L.P.

(Last) (First) (Middle)

105 ROWAYTON AVE.

(Street)

ROWAYTON CT 06853

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Coliseum Co-Invest Debt Fund, L.P.

(Last) (First) (Middle)

105 ROWAYTON AVE.

(Street)

ROWAYTON CT 06853

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Gray Adam

(Last) (First) (Middle)

105 ROWAYTON AVE.

(Street)

ROWAYTON CT 06853

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Shackelton Christopher S

(Last) (First) (Middle)

105 ROWAYTON AVE.

(Street)

ROWAYTON CT 06853

(City) (State) (Zip)

Explanation of Responses:

1. These securities are directly held as follows: (a) 3,837,635 shares of Class A Common Stock, par value $0.0001 per share (the "Class A Stock"), by 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; and (b) 1,456,115 shares of Class A Stock by a separate account investment advisory client of CCM (the "Separate Account").

2. Following the closing of the Issuer's business combination on February 2, 2018, Adam Gray ("Gray") was appointed as a member of the Issuer's board of directors.

3. Christopher Shackelton ("Shackelton") and Gray are managers of and have an ownership interest in each of CCM and CC. Each of Shackelton, Gray, CCP, Coliseum Co-Invest Debt Fund, L.P. ("COC"), the Separate Account, CC and CCM disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

4. These securities are directly held as follows: (a) 2,741,337 warrants to purchase one-half share of the Class A Stock per warrant (the "Warrants") by CCP; (b) 2,000,000 Warrants by COC, an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser; and (c) 1,041,163 Warrants by the Separate Account.

Remarks:

Gray is a director of the 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 and Shackelton.

	Coliseum Capital Management, LLC, By: /s/ Chivonne Cassar, Attorney-in-fact	02/12/2018
	Coliseum Capital, LLC, By: /s/ Chivonne Cassar, Attorney-in-fact	02/12/2018
	Coliseum Capital Partners, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Attorney-in-fact	02/12/2018
	Coliseum Co-Invest Debt Fund, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Attorney-in-fact	02/12/2018
	Adam Gray, By: /s/ Chivonne Cassar, Attorney-in-fact	02/12/2018
	Christopher Shackelton, By: /s/ Chivonne Cassar, Attorney-in-fact	02/12/2018
	** Signature of Reporting Person	Date
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