Sec Form 4 Filing - Megibow Joseph B @ Purple Innovation, Inc. - 2021-10-01

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 Megibow Joseph B 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 _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O PURPLE INNOVATION, INC., 4100 N., CHAPEL RIDGE RD., SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 10/01/2021 (Street) LEHI, UT84043 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 Class A Common Stock, par value $0.0001 per share 100,000 ( 1 ) D

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 Employee Stock Option (right to buy) $ 22.57 10/01/2021 A 179,340 ( 2 ) 10/01/2026 Class A Common Stock 179,340 $ 0 179,340 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Megibow Joseph B C/O PURPLE INNOVATION, INC., 4100 N. CHAPEL RIDGE RD., SUITE 200 LEHI, UT84043 X Chief Executive Officer Signatures /s/ Casey K. McGarvey 10/04/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As previously reported, the Company granted Mr. Megibow a performance unit share award of 50,000 shares of Class A Common Stock on May 31, 2019, with shares vesting upon the earlier of the consummation of a change in control of the Company or the satisfaction of the following conditions: (i) Mr. Megibow continuing to be employed by the Company through September 30, 2021, (ii) Mr. Megibow continuing to hold through September 30, 2021 the 50,000 shares acquired to be eligible to receive such award, and (iii) during the twelve-month period immediately prior to March 31, 2022, the closing price of the Company's Class A Common Stock being at or above $10.00 per share for 20 trading days over a 30 trading day period. The conditions were all satisfied, and the performance shares vested, on October 1, 2021. ( 2 )25% of the options granted vest and become exercisable on October 1, 2022. The remaining 75% of the options will vest and become exercisable in monthly installments on the first day of each calendar month beginning on November 1, 2022 in the amount of one-forty-eighth of the full amount for the remaining three years.

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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