Sec Form 4 Filing - Coliseum Capital Management, LLC @ Purple Innovation, Inc. - 2024-01-23

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Coliseum Capital Management, LLC 2. Issuer Name and Ticker or Trading Symbol Purple Innovation, Inc. [ PRPL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 105 ROWAYTON AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 01/23/2024 (Street) ROWAYTON, CT06853 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 $ 1.5 01/23/2024 P( 1 ) 13,442,623 01/23/2024 01/23/2034 Class A Common Stock 13,442,623 ( 2 ) ( 3 ) ( 1 ) 13,442,623 I See footnote ( 2 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Coliseum Capital Management, LLC 105 ROWAYTON AVENUE ROWAYTON, CT06853 X X Coliseum Capital, LLC 105 ROWAYTON AVENUE ROWAYTON, CT06853 X X COLISEUM CAPITAL PARTNERS, L.P. 105 ROWAYTON AVENUE ROWAYTON, CT06853 X X Coliseum Capital Co-Invest III, L.P. 105 ROWAYTON AVENUE ROWAYTON, CT06853 X X Gray Adam 105 ROWAYTON AVENUE ROWAYTON, CT06853 X X Shackelton Christopher S 105 ROWAYTON AVENUE ROWAYTON, CT06853 X X Signatures Coliseum Capital Management, LLC, By: /s/ Thomas Sparta, Thomas Sparta, Attorney-in-fact 01/23/2024 Signature of Reporting Person Date Coliseum Capital, LLC, By: /s/ Thomas Sparta, Thomas Sparta, Attorney-in-fact 01/23/2024 Signature of Reporting Person Date Coliseum Capital Partners, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Thomas Sparta, Thomas Sparta, Attorney-in-fact 01/23/2024 Signature of Reporting Person Date Coliseum Capital Co-Invest III, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Thomas Sparta, Thomas Sparta, Attorney-in-fact 01/23/2024 Signature of Reporting Person Date Adam Gray, By: /s/ Thomas Sparta, Thomas Sparta, Attorney-in-fact 01/23/2024 Signature of Reporting Person Date Christopher Shackelton, By: /s/ Thomas Sparta, Thomas Sparta, Attorney-in-fact 01/23/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to that certain Amended and Restated Credit Agreement, dated as of January 23, 2024, 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 $41,000,000 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"). ( 2 )As a result of the transaction reported herein, CCP directly owns 11,018,543 Warrants and the Separate Account directly owns 2,424,080 Warrants. ( 3 )Each Warrant entitles the holder to acquire 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 105,545,906 shares of Class A Common Stock outstanding as of November 13, 2023, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 15, 2023, the Warrants could be exercised to acquire an aggregate of 11,601,030 shares of Class A Common Stock. ( 4 )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.

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).

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