Purple Innovation (PRPL) Form 4 Purple Innovation / Tony Marion Pearce 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^*

Pearce Tony Marion

(Last) (First) (Middle)

C/O PURPLE INNOVATION, INC.

4100 N. CHAPEL RIDGE RD. SUITE 200

(Street)

LEHI UT 84043

(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
X	Officer (give title below)		Other (specify below)
Co-Director of R&D

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2020

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	05/19/2020		C		10,789,372	A	(1)	10,789,372	I	By InnoHold, LLC(6)
Class A Common Stock	05/19/2020		S		10,789,372	D	$10.5(2)	0	I	By InnoHold, LLC(6)
Class A Common Stock	06/01/2020		C		1,618,405	A	(4)	1,618,405	I	By InnoHold, LLC(6)
Class A Common Stock	06/01/2020		S		1,618,405	D	$10.5(5)	0	I	By InnoHold, LLC(6)

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
Class B Common Stock	(3)	05/19/2020		C(1)			10,789,372	(3)	(3)	Class A Common Stock	10,789,372	(3)	18,368,855	I	By InnoHold, LLC(6)
Class B Common Stock	(3)	06/01/2020		C(4)			1,618,405	(3)	(3)	Class A Common Stock	1,618,405	(3)	16,750,450	I	By InnoHold, LLC(6)

Explanation of Responses:

1. On May 19, 2020, InnoHold, LLC ("InnoHold"), converted 10,789,372 shares of Class B Common Stock (together with a corresponding number of Class B Units of Purple Innovation LLC) for 10,789,372 shares of Class A Common Stock, in the manner described under the heading "Exchange Agreement" in the Issuer's current report on Form 8-K filed February 8, 2018, as amended.

2. On May 19, 2020, in an underwritten offering of the Issuer's Class A Common Stock by certain selling stockholders, InnoHold sold an aggregate amount of 10,789,372 shares of Class A Common Stock for a price per share of $10.50. Such price per share does not reflect underwriter discounts or fees.

3. The shares of Class B Common Stock are convertible at any time (together with a corresponding number of Class B Units of Purple Innovation LLC) for shares of the Issuer's Class A Common Stock, par value $0.0001 per share, as described under the heading "Exchange Agreement" in the Issuer's current report on Form 8-K filed February 8, 2018, as amended.

4. On June 1, 2020, InnoHold converted 1,618,405 shares of Class B Common Stock (together with a corresponding number of Class B Units of Purple Innovation LLC) for 1,618,405 shares of Class A Common Stock, in the manner described under the heading "Exchange Agreement" in the Issuer's current report on Form 8-K filed February 8, 2018, as amended.

5. On June 1, 2020, in an underwritten offering of the Issuer's Class A Common Stock by certain selling stockholders, InnoHold sold an aggregate amount of 1,618,405 shares of Class A Common Stock for a price per share of $10.50. Such price per share does not reflect underwriter discounts or fees.

6. Includes shares of Class B Common Stock held directly by InnoHold. 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 Terry V. Pearce or any other individuals.

	/s/ Casey K. McGarvey, Attorney-in-Fact	06/23/2020
	** Signature of Reporting Person	Date
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