Sec Form 4 Filing - InnoHold, LLC @ Purple Innovation, Inc. - 2020-05-19

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
InnoHold, LLC
2. Issuer Name and Ticker or Trading Symbol
Purple Innovation, Inc. [ PRPL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O PURPLE INNOVATION, INC., 4100 N. CHAPEL RIDGE RD., SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
05/19/2020
(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 05/19/2020 C 10,789,372 A 10,789,372 D
Class A Common Stock 05/19/2020 S 10,789,372 D $ 10.5 ( 2 ) 0 D
Class A Common Stock 06/01/2020 C 1,618,405 A 1,618,405 D
Class A Common Stock 06/01/2020 S 1,618,405 D $ 10.5 ( 5 ) 0 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
Class B Common Stock ( 3 ) 05/19/2020 C( 1 ) 10,789,372 ( 3 ) ( 3 ) Class A Common Stock 10,789,372 ( 3 ) 18,368,855 D
Class B Common Stock ( 3 ) 06/01/2020 C( 4 ) 1,618,405 ( 3 ) ( 3 ) Class A Common Stock 1,618,405 ( 3 ) 16,750,450 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
InnoHold, LLC
C/O PURPLE INNOVATION, INC.
4100 N. CHAPEL RIDGE RD., SUITE 200
LEHI, UT84043
X
Signatures
/s/ Casey K. McGarvey, Attorney-in-Fact 06/23/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On May 19, 2020, InnoHold, LLC ("InnoHold"), converted 10,789,372 shares of Class B Common Stock (together with a corresponding number of Class B Units of Purple Innovation LLC) for 10,789,372 shares of Class A Common Stock, in the manner described under the heading "Exchange Agreement" in the Issuer's current report on Form 8-K filed February 8, 2018, as amended.
( 2 )On May 19, 2020, in an underwritten offering of the Issuer's Class A Common Stock by certain selling stockholders, InnoHold sold an aggregate amount of 10,789,372 shares of Class A Common Stock for a price per share of $10.50. Such price per share does not reflect underwriter discounts or fees.
( 3 )The shares of Class B Common Stock are convertible at any time (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.
( 4 )On June 1, 2020, InnoHold, LLC ("InnoHold"), converted 1,618,405 shares of Class B Common Stock (together with a corresponding number of Class B Units of Purple Innovation LLC) for 1,618,405 shares of Class A Common Stock, in the manner described under the heading "Exchange Agreement" in the Issuer's current report on Form 8-K filed February 8, 2018, as amended.
( 5 )On June 1, 2020, in an underwritten offering of the Issuer's Class A Common Stock by certain selling stockholders, InnoHold sold an aggregate amount of 1,618,405 shares of Class A Common Stock for a price per share of $10.50. Such price per share does not reflect underwriter discounts or fees.

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