Coliseum Capital Management, LLC - Mar 12, 2025 Form 4 Insider Report for Purple Innovation, Inc. (PRPL)

Signature
Coliseum Capital Management, LLC, By: /s/ Chivonne Cassar, Attorney-in-fact
Stock symbol
PRPL
Transactions as of
Mar 12, 2025
Transactions value $
$0
Form type
4
Date filed
3/13/2025, 06:35 PM
Previous filing
Mar 4, 2025
Next filing
Mar 28, 2025

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction PRPL Warrant Award +6.23M +46.34% 19.7M Mar 12, 2025 Class A Common Stock 6.23M $1.50 See footnote F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to that certain First Amendment to the Amended and Restated Credit Agreement, dated as of March 12, 2025, the Issuer issued the Warrants to certain of the Reporting Persons as partial consideration for a loan made to a subsidiary of Issuer, of which an aggregate amount of $19,000,000 was made 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 and (b) a separate account investment advisory client of CCM (the "Separate Account").
F2 As a result of the transaction reported herein, CCP directly owns 16,124,697 Warrants and the Separate Account directly owns 3,547,434 Warrants.
F3 Each Warrant entitles the holder to purchase one share of the Issuer's Class A common stock ("Class A Common Stock") at a price of $1.50 per share, subject to adjustment. The Warrants are subject to a contractual limitation such that a holder of the Warrants will not have the right to exercise its Warrants, to the extent that after giving effect to such exercise, the holder (together with its affiliates) would beneficially own in excess of 49.9% of the shares of Class A Common Stock outstanding immediately after giving effect to such exercise. As of the date of this Form 4, based on 107,545,493 shares of Class A Common Stock outstanding as of March 7, 2025, the Warrants could be exercised for an aggregate of 13,600,617 shares of Class A Common Stock.
F4 Christopher Shackelton ("Shackelton") and Adam Gray ("Gray") are managers of and have an ownership interest in each of CCM and CC. Coliseum Capital Co-Invest III, L.P. ("CCC III") is an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser. Each of Shackelton, Gray, CCP, 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.

Remarks:

Gray is a director of the Issuer. As a result, the following persons may be deemed directors by deputization of the Issuer solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended: CCM, CC, CCP, CCC III and Shackelton.