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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Purple Innovation, Inc. [ PRPL ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/13/2018 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Common Stock ($0.0001 par value) | 03/13/2018 | S | 7,228 | D | $11.0009(3)(4) | 390,512 | I | By: Greenhaven Road Capital Fund 1, L.P.(1) | ||
| Common Stock ($0.0001 par value) | 03/14/2018 | S | 300 | D | $13 | 390,212 | I | By: Greenhaven Road Capital Fund 1, L.P.(1) | ||
| Common Stock ($0.0001 par value) | 03/16/2018 | S | 17,307 | D | $10.5608(5) | 372,905 | I | By: Greenhaven Road Capital Fund 1, L.P.(1) | ||
| Common Stock ($0.0001 par value) | 03/16/2018 | S | 13,363 | D | $9.7843(6) | 359,542 | I | By: Greenhaven Road Capital Fund 1, L.P.(1) | ||
| Common Stock ($0.0001 par value) | 03/21/2018 | S | 4,000 | D | $9.6504(7) | 355,542 | I | By: Greenhaven Road Capital Fund 1, L.P.(1) | ||
| Common Stock ($0.0001 par value) | 03/23/2018 | S | 5,369 | D | $9.5086(8) | 350,173 | I | By: Greenhaven Road Capital Fund 1, L.P.(1) | ||
| Common Stock ($0.0001 par value) | 03/26/2018 | S | 709 | D | $9.4 | 349,464 | I | By: Greenhaven Road Capital Fund 1, L.P.(1) | ||
| Common Stock ($0.0001 par value) | 03/28/2018 | S | 382 | D | $8.5 | 349,082 | I | By: Greenhaven Road Capital Fund 1, L.P.(1) | ||
| Common Stock ($0.0001 par value) | 04/01/2018 | J(9) | 113,211 | D | $8.22 | 235,871 | I | By: Greenhaven Road Capital Fund 1, L.P.(1) | ||
| Common Stock ($0.0001 par value) | 04/26/2018 | S | 1,000 | D | $8.572(10) | 234,871 | I | By: Greenhaven Road Capital Fund 1, L.P.(1) | ||
| Common Stock ($0.0001 par value) | 05/16/2018 | S | 35,254 | D | $7.1947(11) | 199,617 | I | By: Greenhaven Road Capital Fund 1, L.P.(1) | ||
| Common Stock ($0.0001 par value) | 05/16/2018 | S | 13,995 | D | $7.2166(12) | 99,216 | I | By: Greenhaven Road Capital Fund 2, L.P.(2) | ||
| Common Stock ($0.0001 par value) | 05/16/2018 | P | 4,000 | A | $7.4198 | 103,216 | I | By: Greenhaven Road Capital Fund 2, L.P.(2) | ||
| Common Stock ($0.0001 par value) | 05/17/2018 | S | 6,356 | D | $6.6327(13) | 193,261 | I | By: Greenhaven Road Capital Fund 1, L.P.(1) | ||
| Common Stock ($0.0001 par value) | 05/17/2018 | S | 3,131 | D | $6.6327(13) | 100,085 | I | By: Greenhaven Road Capital Fund 2, L.P.(2) | ||
| Common Stock ($0.0001 par value) | 05/18/2018 | S | 4,492 | D | $6.5112(14) | 188,769 | I | By: Greenhaven Road Capital Fund 1, L.P.(1) | ||
| Common Stock ($0.0001 par value) | 05/18/2018 | S | 2,213 | D | $6.5112(14) | 97,872 | I | By: Greenhaven Road Capital Fund 2, L.P.(2) | ||
| Common Stock ($0.0001 par value) | 06/08/2018 | S | 188,769 | D | $7.65 | 0 | I | By: Greenhaven Road Capital Fund 1, L.P.(1) | ||
| Common Stock ($0.0001 par value) | 06/08/2018 | S | 97,872 | D | $7.65 | 0 | I | By: Greenhaven Road Capital Fund 2, L.P.(2) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Warrant (right to buy)(15) | $11.5 | 03/16/2018 | P | 60,600 | (16) | 08/13/2020 | Common Stock ($0.0001 par value) | 30,300 | $0.8305(17) | 2,132,000 | I | By: Greenhaven Road Capital Fund 1, L.P.(1) | |||
| Warrant (right to buy)(15) | $11.5 | 04/01/2018 | J(9) | 691,432 | (16) | 08/13/2020 | Common Stock ($0.0001 par value) | 345,716 | $0.829(17) | 1,440,568 | I | By: Greenhaven Road Capital Fund 1, L.P.(1) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Greenhaven Road Capital Fund 1, L.P. ("Fund 1") is a private investment vehicle. Fund 1 directly owns these securities reported herein. Greenhaven Road Investment Management, LP (the "Investment Manager") is the investment manager of Fund 1. MVM Funds, LLC (the "General Partner") is the general partner of Fund 1 and the Investment Manager. Scott Miller is the controlling person of the General Partner. Each Reporting Person disclaims beneficial ownership of all securities reported herein, except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Securities and Exchange Act of 1934 or for any other purpose. |
| 2. Greenhaven Road Capital Fund 2, L.P. ("Fund 2") is a private investment vehicle. Fund 2 directly owns these securities reported herein. The Investment Manager is the investment manager of Fund 2. The General Partner is the general partner of Fund 2. Each Reporting Person disclaims beneficial ownership of all securities reported herein, except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Securities and Exchange Act of 1934 or for any other purpose. |
| 3. All prices reported herein are exclusive of brokerage commissions. |
| 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.99 to $11.02, inclusive. The Reporting Persons undertake to provide to Purple Innovation, Inc., any security holder of Purple Innovation, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (4) through (8) and (10) through (14) of this Form 4. |
| 5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.00 to $10.8650, inclusive. |
| 6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.65 to $9.86, inclusive. |
| 7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.65 to $9.66, inclusive. |
| 8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.49 to $9.62, inclusive. |
| 9. Represents a transfer from Fund 1 to Fund 2. |
| 10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.56 to $8.58, inclusive. |
| 11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.84 to $7.81, inclusive. |
| 12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.8815 to $7.81, inclusive. |
| 13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.6046 to $6.6719, inclusive. |
| 14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.5029 to $6.5140, inclusive. |
| 15. Two Warrants are exercisable into one share of Common Stock at a price of $11.50 per share of Common Stock. |
| 16. Exercisable into shares of Common Stock at any time at the option of Fund 1. |
| 17. Price shown is for one Warrant to purchase one-half of a share of Common Stock. |
| /s/ Scott Miller, for himself and as the Managing Member of the General Partner (for itself and on behalf of Fund 1, Fund 2 and the Investment Manager) | 07/10/2018 | |
| ** 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. | ||