SEC Form 4 · accession 0001213900-18-018087
Purple Innovation, Inc. · PRPL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Tony Marion Pearce
Officer — Co-Director of R&D · Director · 10% Owner
Period of report
Dec 27, 2018
Accepted (ET)
Dec 31, 2018 · 6:40 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001643953
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF1,F3 | — | Dec 27, 2018 | J | 2,447,864 | D | — | — | Class A Common Stock | 2,447,864 | 41,623,454 | I |
| Class B Common StockF4,F1 | — | Dec 27, 2018 | J | 1,223,932 | A | — | — | Class A Common Stock | 1,223,932 | 1,223,932 | D |
Explanation of responses
- F1The 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.
- F2On December 27, 2018, InnoHold, LLC ("InnoHold") distributed a total of 2,447,864 shares of Class B Common Stock of Purple Innovation, Inc. directly to two of its members, Terry V. Pearce and Tony M. Pearce, including 1,223,932 shares of Class B Common Stock that were distributed directly to each of Terry V. Pearce and Tony M. Pearce.
- F3Includes 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.
- F4The 1,223,932 shares of Class B Common Stock shown as acquired by Mr. Pearce are the result of the distribution of shares previously reported as beneficially owned indirectly by Mr. Pearce through InnoHold, LLC.