Sec Form 4 Filing - Pearce Tony Marion @ Purple Innovation, Inc. - 2019-08-13

Insider filing report for Changes in Beneficial Ownership
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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
Pearce Tony Marion
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
X __ Officer (give title below) _____ Other (specify below)
Co-Director of R&D
(Last) (First) (Middle)
C/O PURPLE INNOVATION, INC., 123 EAST 200 NORTH
3. Date of Earliest Transaction (MM/DD/YY)
08/13/2019
(Street)
ALPINE,, UT84004
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
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
Class B Common Stock ( 1 ) 08/13/2019 J( 2 ) 609,581 ( 1 ) ( 1 ) Class A Common Stock 609,581 ( 1 ) 39,110,837 I By InnoHold, LLC ( 3 )
Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 1,223,932 1,223,932 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Pearce Tony Marion
C/O PURPLE INNOVATION, INC.
123 EAST 200 NORTH
ALPINE,, UT84004
X X Co-Director of R&D
Signatures
/s/ Casey K. McGarvey, Attorney-in-Fact 08/15/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares of Class B Common Stock are convertible (together with a corresponding number of Class B Units of Purple Innovation LLC) for shares of the Issuer's Class A Common Stock, par value $0.0001 per share, as described under the heading "Exchange Agreement" in the Issuer's current report on Form 8-K filed February 8, 2018, as amended, and have no expiration date.
( 2 )On August 13, 2019, InnoHold, LLC ("InnoHold") distributed pro rata a total of 609,581shares of Class B Common Stock of Purple Innovation, Inc. and paired Class B Units of Purple Innovation, LLC (together "Paired Securities") to holders of Class B Units in InnoHold. Mr. Pearce may be deemed to have held a pecuniary interest in such distributed Paired Securities.
( 3 )Includes shares of Class B Common Stock held directly by InnoHold, LLC ("InnoHold"). As one of the two managers of InnoHold, Mr. Pearce has voting and investment control over and may be considered the beneficial owner of all stock owned by InnoHold. Mr. Pearce disclaims beneficial ownership of such securities, and this report shall not be deemed an admission that Mr. Pearce is the beneficial owner of the securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein, if any. Mr. Pearce is not deemed to beneficially own the shares held directly by Terry V. Pearce or any other individuals.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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