Filing Details

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Number of

shares

beneficially

owned by

each

reporting

person

with

Sole voting power

0

Shared voting power

16,956,602 (1)

Sole dispositive power

0

Shared dispositive power

16,956,602 (1)

Accession Number:: 0001193125-20-244306
Form Type:: 13D Filing
Publication Date:: 2020-09-11 18:19:59

Filed By:: Coliseum Capital
Company:: Purple Innovation Inc. (NASDAQ:PRPL)
Filing Date:: 2020-09-14
SEC Url:: 13D Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Shared Voting Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
Coliseum Capital Management	16,956,602	16,956,602	16,956,602	28.0%
Coliseum Capital	13,270,132	13,270,132	13,270,132	22.5%
Coliseum Capital Partners	10,535,656	10,535,656	10,535,656	18.1%
Coliseum Co-Invest Debt Fund	1,000,000	1,000,000	1,000,000	1.8%
Coliseum Capital Co-Invest III	1,734,476	1,734,476	1,734,476	3.2%
Adam Gray	16,956,602	16,956,602	16,956,602	28.0%
Christopher Shackelton	16,956,602	16,956,602	16,956,602	28.0%

Filing

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 8)*

PURPLE INNOVATION, INC.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

74640Y 106

(CUSIP Number)

Christopher Shackelton/Adam Gray

105 Rowayton Avenue

Rowayton, CT 06853

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 8, 2020

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), §240.13d-1(f) or §240.13d-1(g), check the following box. ☐

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 74640Y 106		13D/A		Page 2 of 12


1.		Names of reporting persons. Coliseum Capital Management, LLC
2.		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3.		SEC use only
4.		Source of funds (see instructions) AF
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization Delaware

(1)

Consists of (a) 10,029,975 shares of Class A common stock, par value $0.0001 per share (the Class A Stock), of the Purple Innovation, Inc. (the Issuer), (b) 2,891,249 shares of Class A Stock that could be obtained upon conversion of 5,782,500 warrants received in connection with the Agreement to Assign Sponsor Warrants, dated February 2, 2018 by and among the Issuer, Global Partner Sponsor I LLC, Continental Stock Transfer and Trust Company, Coliseum Capital Partners, L.P. (CCP), Coliseum Co-Invest Debt Fund, L.P. (COC) and a separate account investment advisory client (the Separate Account) of Coliseum Capital Management, LLC (the Private Placement Warrants), with each Private Placement Warrant providing the right to purchase one-half share of Class A Stock per Private Placement Warrant at a price of $5.75 per half share, (c) 1,422,138 shares of Class A Stock that could be obtained upon conversion of 2,844,278 warrants purchased in the open market (the Public Warrants), with each Public Warrant providing the right to purchase one-half share of Class A Stock per Public Warrant at a price of $5.75 per half share and (d) 2,613,240 shares of Class A Stock that could be obtained upon conversion of 2,613,240 warrants received in connection with the Amended and Restated Credit Agreement, dated as of February 26, 2019, by and among Purple Innovation, LLC, CCP, the Separate Account and COC (the Incremental Loan Warrants), with each Incremental Loan Warrant providing the right to purchase one share of the Class A Stock per Incremental Loan Warrant at a price of $5.74 per share.


CUSIP No. 74640Y 106		13D/A		Page 3 of 12


1.		Names of reporting persons. Coliseum Capital, LLC
2.		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3.		SEC use only
4.		Source of funds (see instructions) AF
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization Delaware

(1)

Consists of (a) 7,821,304 shares of Class A Stock, (b) 2,370,668 shares of Class A Stock that could be obtained upon conversion of 4,741,337 Private Placement Warrants, (c) 1,029,380 shares of Class A Stock that could be obtained upon conversion of 2,058,761 Public Warrants and (d) 2,048,780 shares of Class A Stock that could be obtained upon conversion of 2,048,780 Incremental Loan Warrants.


CUSIP No. 74640Y 106		13D/A		Page 4 of 12


1.		Names of reporting persons. Coliseum Capital Partners, L.P.
2.		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3.		SEC use only
4.		Source of funds (see instructions) WC
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization Delaware

(1)

Consists of (a) 6,086,828 shares of Class A Stock, (b) 1,370,668 shares of Class A Stock that could be obtained upon conversion of 2,741,337 Private Placement Warrants, (c) 1,029,380 shares of Class A Stock that could be obtained upon conversion of 2,058,761 Public Warrants and (d) 2,048,780 shares of Class A Stock that could be obtained upon conversion of 2,048,780 Incremental Loan Warrants.


CUSIP No. 74640Y 106		13D/A		Page 5 of 12


1.		Names of reporting persons. Coliseum Co-Invest Debt Fund, L.P.
2.		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3.		SEC use only
4.		Source of funds (see instructions) WC
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization Delaware

(1)

Consist of 1,000,000 shares of Class A Stock that could be obtained upon conversion of 2,000,000 Private Placement Warrants.


CUSIP No. 74640Y 106		13D/A		Page 6 of 12


1.		Names of reporting persons. Coliseum Capital Co-Invest III, L.P.
2.		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3.		SEC use only
4.		Source of funds (see instructions) WC
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization Delaware


CUSIP No. 74640Y 106		13D/A		Page 7 of 12


1.		Names of reporting persons. Adam Gray
2.		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3.		SEC use only
4.		Source of funds (see instructions) AF
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization United States

(1)

Consists of (a) 10,029,975 shares of Class A Stock, (b) 2,891,249 shares of Class A Stock that could be obtained upon conversion of 5,782,500 Private Placement Warrants, (c) 1,422,138 shares of Class A Stock that could be obtained upon conversion of 2,844,278 Public Warrants and (d) 2,613,240 shares of Class A Stock that could be obtained upon conversion of 2,613,240 Incremental Loan Warrants.


CUSIP No. 74640Y 106		13D/A		Page 8 of 12


1.		Names of reporting persons. Christopher Shackelton
2.		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3.		SEC use only
4.		Source of funds (see instructions) AF
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization United States

(1)


CUSIP No. 74640Y 106		13D/A		Page 9 of 12

Explanatory Note: This Amendment No. 8 (this Amendment) to the Schedule 13D (the Initial 13D), filed by the Reporting Persons with the Securities and Exchange Commission (the SEC) on February 12, 2018 and as amended and supplemented by Amendment No. 1 to the Initial 13D filed on May 23, 2018, Amendment No. 2 to the Initial 13D filed on June 12, 2018, Amendment No. 3 to the Initial 13D filed on March 1, 2019, Amendment No. 4 to the Initial 13D filed on November 19, 2019, Amendment No. 5 to the Initial 13D filed on May 22, 2020, Amendment No. 6 to the Initial 13D filed on July 8, 2020, and Amendment No. 7 to the Initial 13D filed on August 24, 2020, amends and supplements certain of the items set forth therein.

As used in this Amendment, the term Reporting Persons collectively refers to:

Coliseum Capital Management, LLC, a Delaware limited liability company (CCM);

Coliseum Capital, LLC, a Delaware limited liability company (CC);

Coliseum Capital Partners, L.P., a Delaware limited partnership (CCP);

Coliseum Co-Invest Debt Fund, L.P., a Delaware limited partnership (COC);

Coliseum Capital Co-Invest III, L.P., a Delaware limited partnership (CCC III);

Adam Gray (Gray), a director of the Issuer; and

Christopher Shackelton (Shackelton).

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and supplemented as follows:

The information relating to the beneficial ownership of Class A Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference herein. The percentages set forth in Row 13 for all cover pages filed herewith are calculated based upon 53,616,866 shares of Class A Stock outstanding as of August 26, 2020, as reported in the Issuers prospectus filed with the SEC pursuant to Rule 424(b)(1) under the Securities Act of 1933, as amended, on September 11, 2020. When including the Issuers Class B common stock, par value $0.0001 per share (the Class B Stock and, together with the Class A Stock, the Common Stock), the Reporting Persons beneficially own 27.7% of the Common Stock.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended and supplemented as follows:

CCM is an investment adviser whose clients, including CCP, COC, CCC III and the Separate Account, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Stock. CC is the general partner of CCP, COC and CCC III. Gray and Shackelton are the managers of CC and CCM.

Retirement of Coliseum Loan

On September 3, 2020, Purple Innovation, LLC ( Purple LLC) and the Issuer entered into a Credit Agreement (the Credit Agreement) with KeyBank National Association (KeyBank) leading a group of financial institutions (collectively the Lenders) and consummated the transactions contemplated thereby (the Closing). All defined terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement by and among Purple LLC, the Issuer, the Administrative Agent and the Lenders. KeyBank will act as the sole administrative and collateral agent under the Credit Agreement (the Administrative Agent). The Issuer is a guarantor under the Credit Agreement.


CUSIP No. 74640Y 106		13D/A		Page 10 of 12

The Credit Agreement provides for a $45 million term loan and a $55 million revolving line of credit. Proceeds from the term loan, which were fully drawn at closing, were used to retire all indebtedness related to Purple LLCs existing Credit Agreement dated as of February 2, 2018 by and among Borrower, CCP, the Separate Account and COC (and together with CCP and the Separate Account, Coliseum Lenders), as amended and restated in the Amended and Restated Credit Agreement dated February 26, 2019, and as further amended by the First Amendment to Amended and Restated Credit Agreement dated as of March 27, 2020, the Second Amendment to Amended and Restated Credit Agreement dated as of May 15, 2020, and the Waiver and Consent to Amended and Restated Credit Agreement dated as of August 20, 2020 (collectively the Coliseum Loan). The retirement of the Coliseum Loan included a prepayment fee of approximately $2.5 million.

The foregoing summary of the Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Credit Agreement, which is filed as Exhibit 23 hereto and incorporated herein by reference.

Lock-Up Agreements

On September 9, 2020, the Issuer launched an underwritten secondary public offering of 11,826,087 shares of its Class A Stock (the Secondary Offering) to be sold by InnoHold, LLC, as described in the Issuers prospectus filed with the SEC pursuant to Rule 424(b)(1) on September 11, 2020. The Reporting Persons and the Separate Account did not purchase any of the Class A Stock in the Secondary Offering. There were no transactions in the securities of the Issuer by the Reporting Persons and the Separate Account that were effected in the sixty days preceding the filing of this Amendment, or since the last 13D filing, whichever is less.

In connection with the Secondary Offering, each of CCM and Gray (each a Coliseum Party, and collectively, the Coliseum Parties) entered into a Lock-Up Agreement, dated September 8, 2020 (collectively, the Lock-Up Agreements), with BofA Securities, Inc. (the Underwriter), pursuant to which the Coliseum Parties agreed, subject to specified exceptions, that, until November 8, 2020, they will not, without the prior written consent of the Underwriter:

directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Class A Stock or any securities convertible into or exercisable or exchangeable for Class A Stock, whether owned on September 8, 2020 or thereafter acquired by the Coliseum Parties or with respect to which the Coliseum Parties have or acquire the power of disposition (collectively, the Lock-Up Securities), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or

enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Class A Stock or other securities, in cash or otherwise.

The foregoing description of the Lock-Up Agreements are qualified in their entirety to the Lock-Up Agreements, which are filed as Exhibits 24 and 25 hereto and incorporated herein by reference.


CUSIP No. 74640Y 106		13D/A		Page 11 of 12

Item 7.

Material to Be Filed as Exhibits.

Item 7 is hereby supplemented as follows:


Exhibit No.		Description

23		Credit Agreement dated September 3, 2020 between and among Purple Innovation, LLC, Purple Innovation, Inc., KeyBank National Association, and the other lenders party thereto (incorporated by reference to Exhibit 10.1 to the Issuers Current Report on Form 8-K filed with the SEC on September 3, 2020)

24*		Lock-Up Agreement for Adam Gray, dated September 8, 2020

25*		Lock-Up Agreement for CCM, dated September 8, 2020

*	Filed herewith

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

DATED: September 11, 2020


COLISEUM CAPITAL MANAGEMENT, LLC		COLISEUM CO-INVEST DEBT FUND, L.P.

		By:	Coliseum Capital, LLC, General Partner

By:	/s/ Chivonne Cassar	By:	/s/ Chivonne Cassar
	Chivonne Cassar, Attorney-in-fact		Chivonne Cassar, Attorney-in-fact

COLISEUM CAPITAL, LLC		COLISEUM CAPITAL CO-INVEST III, L.P.

		By:	Coliseum Capital, LLC, General Partner
By:	/s/ Chivonne Cassar
	Chivonne Cassar, Attorney-in-fact	By:	/s/ Chivonne Cassar
			Chivonne Cassar, Attorney-in-fact

COLISEUM CAPITAL PARTNERS, L.P.		ADAM GRAY

By: Coliseum Capital, LLC, General Partner
		By:	/s/ Chivonne Cassar
By:	/s/ Chivonne Cassar		Chivonne Cassar, Attorney-in-fact
	Chivonne Cassar, Attorney-in-fact
		CHRISTOPHER SHACKELTON

		By:	/s/ Chivonne Cassar
			Chivonne Cassar, Attorney-in-fact