Purple Innovation, Inc. — Director's Dealing 2021

Mar 9, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Purple Innovation, Inc. (PRPL)
CIK: 0001643953
Period of Report: 2021-03-05

Reporting Person: Coliseum Capital Management, LLC (Director, 10% Owner)
Reporting Person: Shackelton Christopher S (Director, 10% Owner)
Reporting Person: Coliseum Capital, LLC (Director, 10% Owner)
Reporting Person: COLISEUM CAPITAL PARTNERS, L.P. (Director, 10% Owner)
Reporting Person: Coliseum Co-Invest Debt Fund, L.P. (Director, 10% Owner)
Reporting Person: Coliseum Capital Co-Invest III, L.P. (Director, 10% Owner)
Reporting Person: Gray Adam (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-05	Class A Common Stock ("Common Stock")	M	2891249	$11.50	Acquired	16420942	Indirect
2021-03-05	Common Stock	D	876207	$37.95	Disposed	15544735	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-05	Private Placement Warrants (right to buy)	$	M	5782500	Disposed	2023-02-02	Common Stock (2891249)	Indirect

Footnotes

F1: On March 5, 2021, CCP (as defined below), COC (as defined below) 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. The disposition of Common Stock in connection with the cashless exercise was exempted pursuant to Rule 16b-3 of the Securities Exchange Act of 1934, as amended, by resolution of the board of directors of the Issuer prior to the disposition.

F2: The Common Stock is held directly by (a) Coliseum Capital Partners, L.P. ("CCP"), an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser, (b) Coliseum Capital Co-Invest III, L.P. ("CCC III"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, (c) Coliseum Co-Invest Debt Fund, L.P. ("COC" and together with CCP and CCC III, the "Funds"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, and (d) the Separate Account.

F3: Christopher Shackelton ("Shackelton") and Adam Gray ("Gray") are managers of and have an ownership interest in each of CCM and CC. Each of Shackelton, Gray, CCP, COC, CCC III, the Separate Account, CC and CCM disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

F4: Following the transactions reported herein, CCP, COC, CCC III and the Separate Account directly owned 9,732,795; 696,945; 1,734,476; and 3,380,519 shares of Common Stock, respectively.

F5: The number of shares issuable upon a cashless exercise is determined, in accordance with Section 3.3.1(b) of the Warrant Agreement by dividing (x) the product of the number of shares of Common Stock underlying the Private Placement Warrants multiplied by the difference between $11.50 and the Fair Market Value by (y) the Fair Market Value. For this purpose, the "Fair Market Value" is equal to the average last sale price of the Issuer's Common Stock for the ten (10) trading days ending on the third trading day prior to March 5, 2021. The Issuer has calculated the Fair Market Value to be $37.95.