SCHEDULE 13D/A 0001409751 XXXXXXXX LIVE 32 Class A Common Stock, par value $0.0001 per share 05/02/2025 false 0001643953 74640Y106 PURPLE INNOVATION, INC

4100 N. Chapel Ridge Road Suite 200 Lehi UT 84043

Christopher Shackelton (203) 883-0100 105 Rowayton Avenue Rowayton CT 06853 Debevoise & Plimpton LLP (212) 909-6000 Attention: William D. Regner, Esq. 66 Hudson Boulevard New York NY 10001 0001409751 N Coliseum Capital Management, LLC b AF N DE 0 61131909 0 61131909 61131909 N 49.9 IA (1) Consists of (a) 46,855,291 shares of Class A common stock, par value $0.0001 per share (the "Class A Stock"), of the Issuer and (b) 14,276,618 shares of Class A Stock that could currently be acquired upon exercise of Warrants (as defined below). Does not include 11,952,890 additional shares of Class A Stock that could be acquired upon exercise of the Warrants due to the Beneficial Ownership Cap (as defined below). Calculated based upon 108,221,494 shares of Class A Stock outstanding as of May 2, 2025, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on May 6, 2025. 0001409585 N Coliseum Capital, LLC b AF N DE 0 50028160 0 50028160 50028160 Y 41.7 OO (1) Consists of (a) 38,326,014 shares of Class A Stock of the Issuer and (b) 11,702,146 shares of Class A Stock that could currently be acquired upon exercise of Warrants. Does not include 9,797,450 additional shares of Class A Stock that could be acquired upon exercise of the Warrants due to the Beneficial Ownership Cap. Calculated based upon 108,221,494 shares of Class A Stock outstanding as of May 2, 2025, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on May 6, 2025. 0001356974 N Coliseum Capital Partners, L.P. b WC N DE 0 46894711 0 46894711 46894711 Y 39.1 PN (1) Consists of (a) 35,192,565 shares of Class A Stock of the Issuer and (b) 11,702,146 shares of Class A Stock that could currently be acquired upon exercise of Warrants. Does not include 9,797,450 additional shares of Class A Stock that could be acquired upon exercise of the Warrants due to the Beneficial Ownership Cap. Calculated based upon 108,221,494 shares of Class A Stock outstanding as of May 2, 2025, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on May 6, 2025. 0001807345 N Coliseum Capital Co-Invest III, L.P. b WC N DE 0 3133449 0 3133449 3133449 Y 2.9 PN (1) Calculated based upon 108,221,494 shares of Class A Stock outstanding as of May 2, 2025, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on May 6, 2025. 0001454123 N Adam Gray b AF N X1 0 61131909 0 61131909 61131909 N 49.9 IN (1) Consists of (a) 46,855,291 shares of Class A Stock of the Issuer and (b) 14,276,618 shares of Class A Stock that could currently be acquired upon exercise of Warrants. Does not include 11,952,890 additional shares of Class A Stock that could be acquired upon exercise of the Warrants due to the Beneficial Ownership Cap. Calculated based upon 108,221,494 shares of Class A Stock outstanding as of May 2, 2025, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on May 6, 2025. 0001430708 N Christopher Shackelton b AF N X1 0 61131909 0 61131909 61131909 N 49.9 IN (1) Consists of (a) 46,855,291 shares of Class A Stock of the Issuer and (b) 14,276,618 shares of Class A Stock that could currently be acquired upon exercise of Warrants. Does not include 11,952,890 additional shares of Class A Stock that could be acquired upon exercise of the Warrants due to the Beneficial Ownership Cap. Calculated based upon 108,221,494 shares of Class A Stock outstanding as of May 2, 2025, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on May 6, 2025. Class A Common Stock, par value $0.0001 per share PURPLE INNOVATION, INC 4100 N. Chapel Ridge Road Suite 200 Lehi UT 84043 Explanatory Note: This Amendment No. 32 (this "Amendment") to the Schedule 13D (the "Initial 13D"), filed by the Reporting Persons with the Securities and Exchange Commission (the "SEC") on February 12, 2018 and as amended and supplemented by Amendment No. 1 to the Initial 13D filed on May 23, 2018, Amendment No. 2 to the Initial 13D filed on June 12, 2018, Amendment No. 3 to the Initial 13D filed on March 1, 2019, Amendment No. 4 to the Initial 13D filed on November 19, 2019, Amendment No. 5 to the Initial 13D filed on May 22, 2020, Amendment No. 6 to the Initial 13D filed on July 8, 2020, Amendment No. 7 to the Initial 13D filed on August 24, 2020, Amendment No. 8 to the Initial 13D filed on September 14, 2020, Amendment No. 9 to the Initial 13D filed on November 23, 2020, Amendment No. 10 to the Initial 13D filed on November 24, 2020, Amendment No. 11 to the Initial 13D filed on March 9, 2021, Amendment No. 12 to the Initial 13D filed on May 25, 2021, Amendment No. 13 to the Initial 13D filed on December 20, 2021, Amendment No. 14 to the Initial 13D filed on December 22, 2021, Amendment No. 15 to the Initial 13D filed on December 29, 2021, Amendment No. 16 to the Initial 13D filed on March 7, 2022, Amendment No. 17 to the Initial 13D filed on March 8, 2022, Amendment No. 18 to the Initial 13D filed on March 29, 2022, Amendment No. 19 to the Initial 13D filed on May 16, 2022, Amendment No. 20 to the Initial 13D filed on May 18, 2022, Amendment No. 21 to the Initial 13D filed on May 20, 2022, Amendment No. 22 to the Initial 13D filed on May 24, 2022, Amendment No. 23 to the Initial 13D filed on September 19, 2022, Amendment No. 24 to the Initial 13D filed on January 17, 2023, Amendment No. 25 to the Initial 13D filed on February 13, 2023, Amendment No. 26 to the Initial 13D filed on February 14, 2023, Amendment No. 27 to the Initial 13D filed on February 21, 2023, Amendment 28 to the Initial 13D filed on April 13, 2023, Amendment 29 to the Initial 13D filed on April 21, 2023, Amendment 30 to the Initial 13D filed on January 23, 2024, and Amendment 31 to the Initial 13D filed on March 12, 2025, amends and supplements certain of the items set forth therein. The items identified below, or the particular paragraphs of such items which are identified below, are amended as set forth below. Unless otherwise indicated, all capitalized terms used and not defined herein have the respective meanings assigned to them in the Initial 13D, as amended. As used in this Amendment, the term "Reporting Persons" collectively refers to: - Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"); - Coliseum Capital, LLC, a Delaware limited liability company ("CC"); - Coliseum Capital Partners, L.P., a Delaware limited partnership ("CCP"); - Coliseum Capital Co-Invest III, L.P., a Delaware limited partnership ("CCC III"); - Adam Gray ("Gray"), a director of the Issuer; and - Christopher Shackelton ("Shackelton"). 105 Rowayton Avenue, Rowayton, CT 06853 CCM is the investment adviser to CCP and CCC III, which are investment limited partnerships. CC is the General Partner of CCP and CCC III. Gray and Shackelton are the managers of CC and CCM. During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The citizenship or place of organization for each of the Reporting Persons is listed in Row 6 of the cover pages hereto. Item 3 is hereby amended and supplemented as follows: The source and amount of funds used in acquiring the Incremental Warrants (as defined below) by the Reporting Persons and a separate account investment advisory client of CCM (the "Separate Account") were as follows: Purchaser Source of Funds Amount CCP Working Capital $ N/A (1) Separate Account Working Capital $ N/A (2) (1) Pursuant to the terms of the Credit Agreement Amendment (as defined below), under which CCP agreed to make a loan of $16,393,442.63 to Purple LLC, CCP received Incremental Warrants to acquire 5,374,899 shares of Class A Stock. (2) Pursuant to the terms of the Credit Agreement Amendment, under which the Separate Account agreed to make a loan of $3,606,557.37 to Purple LLC, the Separate Account received Incremental Warrants to acquire 1,182,478 shares of Class A Stock. Item 4 is hereby amended and supplemented as follows: Amended and Restated Credit Agreement and Incremental Warrants On May 2, 2025, the Issuer and certain of its subsidiaries (collectively, the "Loan Parties") entered into an amendment (the "Credit Agreement Amendment") to the Amended and Restated Credit Agreement, dated as of January 23, 2024, as amended by the First Amendment to Amended and Restated Credit Agreement, dated as of March 12, 2025 (the "Amended and Restated Credit Agreement"), with the Second Amendment Term Loan Lenders (as defined in the Credit Agreement Amendment) which amends the Amended and Restated Credit Agreement. The Credit Agreement Amendment, among other things, provides for an increase in the principal amount of the senior secured term loan facility by $20.0 million (the "Incremental Loan") from an initial aggregate principal amount of up to $80.0 million (the "Existing Loan") to an initial aggregate principal amount of up to $100.0 million (the "Loan"), and allows the Loan Parties to request one or more additional term loans in an initial aggregate principal amount not to exceed $20.0 million on terms to be agreed to by the parties and subject to the approval of the Required Lenders (as defined in the Amended and Restated Credit Agreement). The Incremental Loan will bear interest at the same rate as the Existing Loan, which may be paid in cash or in kind at the Company's option. In addition, the Company paid (i) an amendment fee equal to 0.25% of the outstanding principal and accrued and unpaid interest under the Existing Loan, paid in kind to the Second Amendment Term Loan Lenders, (ii) a work fee equal to 0.1% of the outstanding principal and accrued and unpaid interest under the Existing Loan, paid in cash to the Required Lenders, (iii) a waiver fee, to induce the Required Lenders to waive certain preemptive and ROFR rights, equal to 0.15% of the outstanding principal and accrued and unpaid interest under the Existing Loan, paid in cash to the Required Lenders, and (iv) a commitment fee equal to $150,000, paid in cash to the Required Lenders. In connection with the Credit Agreement Amendment, the Company issued to the Second Amendment Term Loan Lenders warrants (the "Incremental Warrants", and together with the warrants issued pursuant to the Amended and Restated Credit Agreement, the "Warrants") to purchase 6,557,377 shares of the Company's Class A Stock at a price of $1.50 per share, subject to certain adjustments, of which Incremental Warrants to acquire 5,374,899 shares of Class A Stock were issued to CCP and Incremental Warrants to acquire 1,182,478 shares of Class A Stock were issued to the Separate Account. An Incremental Warrant may be exercised for cash or on a cashless basis, pursuant to the terms of the Incremental Warrant, subject to a contractual limitation that a holder of the Incremental Warrants will not have the right to exercise its Incremental Warrants, to the extent that after giving effect to such exercise, the holder (together with its affiliates) would beneficially own in excess of 49.9% of the shares of Class A Stock outstanding immediately after giving effect to such exercise (the "Beneficial Ownership Cap"). The Incremental Warrants will expire on March 12, 2035, at 5:00 p.m., New York time, or earlier upon redemption. After giving effect to the closing of the transactions contemplated by the Credit Agreement Amendment, CCM and its affiliates own 46,855,291 shares of Class A Stock and Warrants to acquire an aggregate of 26,229,508 shares of Class A Stock, subject to the Beneficial Ownership Cap, which reduces the aggregate number of shares of Class A Stock currently issuable upon exercise of the Warrants held by CCP and the Separate Account to 14,276,618. The foregoing summary of the Credit Agreement Amendment and the Incremental Warrants does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Credit Agreement Amendment and the form of Incremental Warrant, respectively, which are filed as Exhibits 99.1 and 99.2, respectively, to this Amendment and are incorporated by reference herein. Registration Rights Agreement In connection with the Credit Agreement Amendment, on May 2, 2025, the Issuer entered into a Third Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") with CCP, the Separate Account and CCC III (collectively, the "Holders") which amended and restated the Second Amended and Restated Registration Rights Agreement, dated as of March 12, 2025, and provided for the registration under the Securities Act of 1933, as amended (the "Securities Act"), of the Warrants, the shares of Class A Stock issuable upon the exercise of the Warrants and the shares of Class A Stock held by the Holders as of such date (the "Registrable Securities"), subject to customary terms and conditions. The Registration Rights Agreement entitles the Holders to demand registration of the Registrable Securities and also to piggyback on the registration of Issuer securities by the Issuer and other Issuer securityholders. The Issuer will be responsible for the payment of the Holders' expenses in connection with any offering or sale of Registrable Securities by the Holders, including underwriting discounts or selling commissions, placement agent or broker fees or similar discounts, commissions or fees relating to the sale of certain Registrable Securities. The Registration Rights Agreement provides that, on or prior to May 30, 2025, or July 16, 2025 if Form S-3 is not then available to the Issuer, the Issuer will be required to prepare and file with the SEC pursuant to Rule 415 of the Securities Act a registration statement to register the resale of the Registrable Securities. The foregoing summary of the Registration Rights Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Registration Rights Agreement, which is filed as Exhibit 99.3 to this Amendment and is incorporated by reference herein. The information relating to the beneficial ownership of Class A Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference herein. The percentages set forth in Row 13 for all cover pages filed herewith are calculated based upon 108,221,494 shares of Class A Stock outstanding as of May 2, 2025, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on May 6, 2025, and the number of shares of Class A Stock currently issuable upon exercise of the Warrants, subject to the Beneficial Ownership Cap, with respect to each Reporting Person as set forth in the footnote to the applicable cover page. The percentages set forth in Row 13 for all cover pages filed herewith do not reflect the conversion to Class A Stock of any of the 164,982 shares of the Issuer's Class B common stock, par value $0.0001 per share, outstanding as of May 2, 2025, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on May 6, 2025, none of which are held by any of the Reporting Persons. The information relating to the beneficial ownership of Class A Stock by each of the Reporting Persons set forth in Rows 7 through 10 of the cover pages hereto is incorporated by reference herein. Item 6 is hereby amended and supplemented to incorporate by reference the information set forth in Item 4 above. Item 7 is hereby supplemented as follows: Exhibit No. Description 99.1 Second Amendment to Amended and Restated Credit Agreement, dated May 2, 2025, by and among the Issuer, Purple LLC, Intellibed, LLC, CCP, the Separate Account and CSC Delaware Trust Company, as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, 2025) 99.2 Form of Warrant (incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, 2025) 99.3 Third Amended and Restated Registration Rights Agreement, dated May 2, 2025, by and among the Issuer, CCP, the Separate Account, and CCC III (incorporated by reference to Exhibit 10.3 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, 2025) Coliseum Capital Management, LLC /s/ Chivonne Cassar 05/06/2025 Coliseum Capital, LLC /s/ Chivonne Cassar 05/06/2025 Coliseum Capital Partners, L.P. /s/ Chivonne Cassar 05/06/2025 Coliseum Capital Co-Invest III, L.P. /s/ Chivonne Cassar 05/06/2025 Adam Gray /s/ Chivonne Cassar 05/06/2025 Christopher Shackelton /s/ Chivonne Cassar 05/06/2025