Filing Details

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Number of

shares

beneficially

owned by

each

reporting

person

with

Sole voting power

0

Shared voting power

15,544,735

Sole dispositive power

0

Shared dispositive power

15,544,735

Accession Number:: 0001193125-21-074886
Form Type:: 13D Filing
Publication Date:: 2021-03-09 16:16:04

Filed By:: Coliseum Capital
Company:: Purple Innovation Inc. (NASDAQ:PRPL)
Filing Date:: 2021-03-09
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	15,544,735	15,544,735	15,544,735	24.3%
Coliseum Capital	12,164,216	12,164,216	12,164,216	19.0%
Coliseum Capital Partners	9,732,795	9,732,795	9,732,795	15.2%
Coliseum Co-Invest Debt Fund	696,945	696,945	696,945	1.1%
Coliseum Capital Co-Invest III	1,734,476	1,734,476	1,734,476	2.7%
Adam Gray	15,544,735	15,544,735	15,544,735	24.3%
Christopher Shackelton	15,544,735	15,544,735	15,544,735	24.3%

Filing

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 11)*

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)

March 5, 2021

(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 10


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


CUSIP No. 74640Y 106		13D/A		Page 3 of 10


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


CUSIP No. 74640Y 106		13D/A		Page 4 of 10


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


CUSIP No. 74640Y 106		13D/A		Page 5 of 10


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


CUSIP No. 74640Y 106		13D/A		Page 6 of 10


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 10


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


CUSIP No. 74640Y 106		13D/A		Page 8 of 10


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


CUSIP No. 74640Y 106		13D/A		Page 9 of 10

Explanatory Note: This Amendment No. 11 (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, Amendment No. 7 to the Initial 13D filed on August 24, 2020, Amendment No. 8 to the Initial 13D filed on September 14, 2020, Amendment No. 9 to the Initial 13D filed on November 23, 2020, and Amendment No. 10 to the Initial 13D filed on November 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 Purple Innovation, Inc. (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 common stock, par value $0.0001 per share (the 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 63,914,000 shares of Class A Stock outstanding as of December 31, 2020, as reported in the Issuers Current Report on Form 8-K filed with the SEC on March 4, 2021. 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 24.1% of the Common Stock.

Other than as set forth below, the Reporting Persons have not engaged in any transactions in the Common Stock during the past 60 days.

On March 5, 2021, CCP, COC and a separate account investment advisory client of CCM (the Separate Account) exercised 2,741,337, 2,000,000 and 1,041,163 warrants (the Private Placement Warrants), respectively, on a cashless basis pursuant to the Warrant Agreement, dated as of July 29, 2015, by and between the Issuer and Continental Stock Transfer & Trust Company (the Warrant Agreement), with each Private Placement Warrant exercisable for one-half share of Common Stock per Private Placement Warrant at a price of $11.50 per whole share. As a result of the cashless exercise of the Private Placement Warrants, CCP, COC and the Separate Account were issued 955,281, 696,945 and 362,816 shares of Common Stock, respectively.

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: March 9, 2021


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