SEC Form 4 · accession 0001213900-18-001363
Purple Innovation, Inc. · PRPL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Feb 2, 2018
Accepted (ET)
Feb 6, 2018 · 8:38 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001643953
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F4,F2 | Feb 2, 2018 | J | 2,587,500 | $0.00 | D | 1,293,750 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantF3,F2 | $11.50 | Feb 2, 2018 | A | 3,282,500 | A | Mar 4, 2018 | Feb 2, 2023 | Common Stock | 1,641,250 | 3,282,500 | I |
Explanation of responses
- F1To facilitate the business combination (the "Business Combination") between Global Partner Acquisition Corp. (the "Issuer") and Purple Innovation, LLC ("Purple") consummated on February 2, 2018, Global Partner Sponsor I LLC (the "Sponsor") agreed to forfeit 1,293,750 shares of common stock issued to the Sponsor in 2015 (the "Sponsor Shares") and also agreed to assign 1,293,750 Sponsor Shares to certain investors. The Sponsor retained an aggregate of 1,293,750 Sponsor Shares. Approximately 50% of the Sponsor Shares transferred to investors and the Sponsor Shares retained by the Sponsor are subject to forfeiture if certain conditions are not met. Paul Zepf is the managing member of Global Partner Sponsor I LLC. Consequently, Mr. Zepf may be deemed the beneficial owner of the shares held by Global Partner Sponsor I LLC and has sole voting and dispositive control over such securities.
- F2Mr. Zepf disclaims beneficial ownership except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.
- F3The Sponsor acquired these warrants for a purchase price of $0.50 per warrant in connection with the Issuer's initial public offering. The warrants become eligible for exercise 30 days following the consummation of the Business Combination. Because the exercise of the warrants was contingent upon the closing of the Issuer's initial business combination, these warrants were not reported at the time of acquisition. The acquisition is being reported now in connection with the consummation of the Business Combination on February 2, 2018. To facilitate the Business Combination, the Sponsor also agreed to assign 9,532,500 of the warrants it previously held to certain investors.
- F4In addition to outstanding Class A shares of common stock, there are approximately 44 million shares of Class B common stock of the Issuer outstanding as of the date hereof, which represent approximately 82% of voting power of the Issuer. Shares of Class B common stock have not been registered under Section 12 of the Exchange Act.