FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Blue Bird Corp [ BLBD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/01/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 07/01/2021 | A | 40,000(1)(2)(3)(4) | A | $0 | 40,000 | D | |||
Common Stock | 07/01/2021 | A | 40,000(1)(3)(4)(5) | A | $0 | 80,000 | D | |||
Common Stock | 07/01/2021 | A | 40,000(1)(3)(4)(6) | A | $0 | 120,000 | D | |||
Common Stock | 07/01/2021 | A | 40,000(1)(3)(4)(7) | A | $0 | 160,000 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. The award represents a grant of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the common stock of Blue Bird Corporation. |
2. The RSU's vest on December 11, 2022 subject to downward adjustments consistent with fiscal year 2022 adjusted EBITDA. If adjusted EBITDA is less than $85 million, then the no RSU's will vest. If adjusted EBITDA is $85 million but less than $100 million, then 50% of the RSU's will vest. If adjusted EBITDA is $100 million or more, then 100% will vest. |
3. Any RSU's that do not vest in fiscal years 2022-2025, but in no event more than 40,000 RSU's, may vest on December 11, 2026 if fiscal year adjusted EBITDA is $100 million or greater. |
4. In no event shall more than 100% of the Restricted Shares vest. In the event of a Change of Control as defined in the Plan, 20% of unvested Restricted Shares shall vest, unless the average closing price of the Company's common stock over the 30-day period prior to the Change of Control is $30.00 or higher, in which case all unvested Restricted Shares shall vest. |
5. The RSU's vest on December 11, 2023 subject to downward adjustments consistent with fiscal year 2023 adjusted EBITDA. If adjusted EBITDA is less than $85 million, then the no RSU's will vest. If adjusted EBITDA is $85 million but less than $100 million, then 50% of the RSU's will vest. If adjusted EBITDA is $100 million or more, then 100% will vest. |
6. The RSU's vest on December 11, 2024 subject to downward adjustments consistent with fiscal year 2024 adjusted EBITDA. If adjusted EBITDA is less than $100 million, then the no RSU's will vest. If adjusted EBITDA is $100 million or more, then 100% will vest. |
7. The RSU's vest on December 11, 2025 subject to downward adjustments consistent with fiscal year 2025 adjusted EBITDA. If adjusted EBITDA is less than $100 million, then the no RSU's will vest. If adjusted EBITDA is $100 million or more, then 100% will vest. |
Remarks: |
/s/ Paul Yousif as attorney-in-fact | 07/01/2021 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |