X0306 4 2021-03-05 0 0001643953 Purple Innovation, Inc. PRPL 0001409751 Coliseum Capital Management, LLC 105 ROWAYTON AVE. ROWAYTON CT 06853 1 0 1 0 0001430708 Shackelton Christopher S 105 ROWAYTON AVE. ROWAYTON CT 06853 1 0 1 0 0001409585 Coliseum Capital, LLC 105 ROWAYTON AVE. ROWAYTON CT 06853 1 0 1 0 0001356974 COLISEUM CAPITAL PARTNERS, L.P. 105 ROWAYTON AVE. ROWAYTON CT 06853 1 0 1 0 0001670736 Coliseum Co-Invest Debt Fund, L.P. 105 ROWAYTON AVE. ROWAYTON CT 06853 1 0 1 0 0001807345 Coliseum Capital Co-Invest III, L.P. 105 ROWAYTON AVE. ROWAYTON CT 06853 1 0 1 0 0001454123 Gray Adam 105 ROWAYTON AVE. ROWAYTON CT 06853 1 0 1 0 Class A Common Stock ("Common Stock") 2021-03-05 4 M 0 2891249 11.50 A 16420942 I See Footnotes Common Stock 2021-03-05 4 D 0 876207 37.95 D 15544735 I See Footnotes Private Placement Warrants (right to buy) 2021-03-05 4 M 0 5782500 0.00 D 2021-03-05 2023-02-02 Common Stock 2891249 0 I See Footnotes On March 5, 2021, CCP (as defined below), COC (as defined below) and a separate account investment advisory client of CCM (the "Separate Account") exercised 2,741,337, 2,000,000 and 1,041,163 warrants (the "Private Placement Warrants"), respectively, on a cashless basis pursuant to the Warrant Agreement, dated as of July 29, 2015, by and between the Issuer and Continental Stock Transfer & Trust Company (the "Warrant Agreement"), with each Private Placement Warrant exercisable for one-half share of Common Stock per Private Placement Warrant at a price of $11.50 per whole share. The disposition of Common Stock in connection with the cashless exercise was exempted pursuant to Rule 16b-3 of the Securities Exchange Act of 1934, as amended, by resolution of the board of directors of the Issuer prior to the disposition. The Common Stock is held directly by (a) Coliseum Capital Partners, L.P. ("CCP"), an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser, (b) Coliseum Capital Co-Invest III, L.P. ("CCC III"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, (c) Coliseum Co-Invest Debt Fund, L.P. ("COC" and together with CCP and CCC III, the "Funds"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, and (d) the Separate Account. Christopher Shackelton ("Shackelton") and Adam Gray ("Gray") are managers of and have an ownership interest in each of CCM and CC. Each of Shackelton, Gray, CCP, COC, CCC III, the Separate Account, CC and CCM disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein. Following the transactions reported herein, CCP, COC, CCC III and the Separate Account directly owned 9,732,795; 696,945; 1,734,476; and 3,380,519 shares of Common Stock, respectively. The number of shares issuable upon a cashless exercise is determined, in accordance with Section 3.3.1(b) of the Warrant Agreement by dividing (x) the product of the number of shares of Common Stock underlying the Private Placement Warrants multiplied by the difference between $11.50 and the Fair Market Value by (y) the Fair Market Value. For this purpose, the "Fair Market Value" is equal to the average last sale price of the Issuer's Common Stock for the ten (10) trading days ending on the third trading day prior to March 5, 2021. The Issuer has calculated the Fair Market Value to be $37.95. Gray is a director of the Issuer. As a result, the following persons may be deemed directors by deputization of the Issuer solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended: CCM, CC, CCP, COC, CCC III and Shackelton. Coliseum Capital Management, LLC, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact 2021-03-09 Coliseum Capital, LLC, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact 2021-03-09 Coliseum Capital Partners, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact 2021-03-09 Coliseum Co-Invest Debt Fund, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact 2021-03-09 Coliseum Capital Co-Invest III, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact 2021-03-09 Adam Gray, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact 2021-03-09 Christopher Shackelton, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact 2021-03-09