Purple Innovation (PRPL) Form 4 Purple Innovation / Adam Gray ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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. 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)

3. Date of Earliest Transaction (Month/Day/Year)
05/30/2018

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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")	05/31/2018		P		51,396	A	$7.85(1)	5,670,464	I	See footnotes(2)(3)(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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
Public Warrants (right to buy)	(6)	05/30/2018		P		124,508		05/30/2018	02/02/2023	Common Stock	62,254	$0.52(5)	2,771,281	I	See footnotes(2)(3)(6)
Public Warrants (right to buy)	(6)	05/31/2018		P		72,997		05/31/2018	02/02/2023	Common Stock	36,498	$0.576(7)	2,844,278	I	See footnotes(2)(3)(6)(8)
Private Placement Warrants (right to buy)	(9)(10)							(9)(10)	(9)(10)	Common Stock	(9)(10)		5,782,500	I	See footnotes(9)(10)

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^*

Shackelton Christopher S

(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)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $7.56 to $7.95, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission ("SEC"), upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

2. The securities are 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 and (b) a separate account investment advisory client of CCM (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, 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 and the Separate Account directly owned 4,112,304 and 1,558,160 shares of Common Stock, respectively.

5. The price reported in Column 8 is a weighted average price. These Public Warrants were purchased in the public market ("Public Warrants") in multiple transactions at prices ranging from $0.515 to $0.530, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of Public Warrants purchased at each separate price within the range set forth in this footnote.

6. Each Public Warrant provides the right to purchase one-half share of the Common Stock per Public Warrant at a price of $5.75 per half share.

7. The price reported in Column 8 is a weighted average price. These Public Warrants were purchased in multiple transactions at prices ranging from $.520 to $0.600, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of Public Warrants purchased at each separate price within the range set forth in this footnote.

8. Following the transactions reported herein, CCP and the Separate Account directly owned 2,058,761 and 785,517 Public Warrants, respectively.

9. Per Securities Act Rules Compliance and Disclosure Interpretation 133.06, the Reporting Owners are voluntarily reporting on a separate line their holdings of the warrants received through a private placement (the "Private Placement Warrants"), which are of a different class than the Public Warrants. As previously reported on the Reporting Owners' Form 3 filed with the SEC on February 12, 2018, the Reporting Owners own 5,782,500 Private Placement Warrants, with each Private Placement Warrant providing the right to purchase one-half share of the Common Stock per Private Placement Warrant at a price of $5.75 per half share. Such Private Placement Warrants are directly held as follows:

10. (Continued from Footnote 9) (a) 2,741,337 Private Placement Warrants by CCP; (b) 2,000,000 Private Placement Warrants by Coliseum Co-Invest Debt Fund, L.P. ("COC"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser; and (c) 1,041,163 Private Placement Warrants by the Separate Account.

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, and Shackelton.

	Coliseum Capital Management, LLC, By: /s/ Thomas Sparta, Attorney-in-fact	06/01/2018
	Coliseum Capital, LLC, By: /s/ Thomas Sparta, Attorney-in-fact	06/01/2018
	Coliseum Capital Partners, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Thomas Sparta, Attorney-in-fact	06/01/2018
	Coliseum Co-Invest Debt Fund, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Thomas Sparta, Attorney-in-fact	06/01/2018
	Adam Gray, By: /s/ Thomas Sparta, Attorney-in-fact	06/01/2018
	Christopher Shackelton, By: /s/ Thomas Sparta, Attorney-in-fact	06/01/2018
	** Signature of Reporting Person	Date
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