| 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 |
| |||||||||||||||
| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Purple Innovation, Inc. [ PRPL ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 02/02/2018 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| 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 | 02/02/2018 | J(1) | 32,170 | D | (1) | 45,139 | I | See Footnote(2) | ||
| Class A Common Stock | 02/02/2018 | J(1) | 32,169 | D | (1) | 13,370 | I | See Footnote(2)(3) | ||
| 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 | ||||||||
| Warrants | $5.75 | 02/02/2018 | J(4) | 2,830 | 03/04/2018 | 02/02/2023 | Class A Common Stock | 1,415(5) | $0 | 2,830 | I | See Footnote(6) | |||
| Explanation of Responses: |
| 1. On February 2, 2018, Global Partner Acquisition Corp. completed its business combination with Purple Innovation, LLC (the "Business Combination"). 32,170 of the shares of Class A Common Stock were forfeited in connection with the closing of the Business Combination and 32,169 shares of Class A Common Stock were assigned to third party investors. |
| 2. The reporting person indirectly holds these shares of Class A Common Stock through his membership interest in Global Partner Sponsor I LLC, over which the reporting person does not have voting or dispositive control. |
| 3. 6,685 shares of Class A Common Stock are subject to vesting. Such shares shall vest on the first day that the closing price of the Class A Common Stock is at or above $12.50 for 20 trading days over a 30 trading day period immediately preceding such day. Shares that do not vest by February 2, 2026 shall be forfeited. |
| 4. These Warrants are held by Global Partner Sponsor I LLC and became exercisable within 30 days in connection with the closing of the Business Combination. |
| 5. Each Warrant is exercisable for one-half of one share of Class A Common Stock at an exercise price of $5.75 per half share, to be exercised only for a whole number of shares of Class A Common Stock. |
| 6. The reporting person indirectly holds these Warrants through his membership interest in Global Partner Sponsor I LLC, over which the reporting person does not have voting or dispositive control. |
| Remarks: |
| Exhibit 24 - Power of Attorney |
| /s/ Casey K. McGarvey, Attorney-in-Fact | 02/06/2018 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
