April 17, 2019

Joseph B. Megibow
Chief Executive Officer
Purple Innovation, Inc.
123 East 200 North
Alpine, Utah 84004

       Re: Purple Innovation, Inc.
           Registration Statement on Form S-3
           Filed March 26, 2019
           File No. 333-230521

Dear Mr. Megibow:

       We have limited our review of your registration statement to those
issues we have
addressed in our comments. In some of our comments, we may ask you to provide
us with
information so we may better understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.

Form S-3 filed March 26, 2019

General

1.     We note your registration statement covers the offer and sale of Class A
Common Stock
       issuable in exchange for "Paired Securities." Because the "Paired
Securities" were issued
       privately and appear to be immediately exchangeable for Class A Common
Stock, we
       believe that you may have commenced this transaction privately, on or
about February 2,
       2018, when you completed the merger Agreement with then owners of Purple
Innovation,
       LLC. Please note that a transaction commenced privately cannot be
converted to a
       registered offering. Please refer to Securities Act Sections Compliance
and Disclosure
       Interpretations Questions 103.04 and 134.02.
 Joseph B. Megibow
FirstName LastNameJoseph B. Megibow
Purple Innovation, Inc.
Comapany NamePurple Innovation, Inc.
April 17, 2019
Page 17,
April 2 2019 Page 2
FirstName LastName
Risk Factors
Provisions in our Second Amended and Restated Certificate of Incorporation,
page 29

2.       We note that your forum selection provision identifies the Court of
Chancery of the State
         of Delaware as the exclusive forum for certain litigation, including
any "derivative
         action," subject to certain exceptions, such as for claims vested in
the exclusive
         jurisdiction of a court other than the Court of Chancery. Please
disclose whether this
         provision applies to actions arising under the Securities Act or
Exchange Act. In that
         regard, we note that Section 27 of the Exchange Act creates exclusive
federal jurisdiction
         over all suits brought to enforce any duty or liability created by the
Exchange Act or the
         rules and regulations thereunder, and Section 22 of the Securities Act
creates concurrent
         jurisdiction for federal and state courts over all suits brought to
enforce any duty or
         liability created by the Securities Act or the rules and regulations
thereunder. If the
         provision applies to Securities Act claims, please also revise your
prospectus to state that
         there is uncertainty as to whether a court would enforce such
provision and that
         stockholders will not be deemed to have waived the company's
compliance with the
         federal securities laws and the rules and regulations thereunder.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

      Please contact Sergio Chinos, Staff Attorney, at (202) 551-7844 or Jay
Ingram, Legal
Branch Chief, at (202) 551-3397 with any questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of
Manufacturing and
                                                               Construction
cc:      Nolan Taylor