X0306 4 2016-06-08 0 0001589526 Blue Bird Corp BLBD 0001409751 Coliseum Capital Management, LLC METRO CENTER 1 STATION PLACE, 7TH FLOOR SOUTH STAMFORD CT 06902 1 0 1 0 0001430708 Shackelton Christopher S METRO CENTER 1 STATION PLACE, 7TH FLOOR, STAMFORD CT 06902 1 0 1 0 0001409585 Coliseum Capital, LLC METRO CENTER 1 STATION PLACE, 7TH FLOOR, STAMFORD CT 06902 1 0 1 0 0001356974 COLISEUM CAPITAL PARTNERS, L.P. METRO CENTER 1 STATION PLACE, 7TH FLOOR, STAMFORD CT 06902 1 0 1 0 0001567187 Coliseum Capital Partners II, L.P. METRO CENTER 1 STATION PLACE, 7TH FLOOR, STAMFORD CT 06902 1 0 1 0 0001454123 Gray Adam METRO CENTER 1 STATION PLACE, 7TH FLOOR, STAMFORD CT 06902 1 0 1 0 0001635060 Coliseum School Bus Holdings, LLC METRO CENTER 1 STATION PLACE, 7TH FLOOR STAMFORD CT 06902 1 0 1 0 Common Stock 2016-06-08 4 M 0 4608 0.00 A 2621212 I See Footnotes Common Stock 2016-06-08 4 D 0 4608 11.11 D 2616604 I See Footnotes Common Stock 2016-06-08 4 M 0 4878 0.00 A 2621482 I See Footnotes Common Stock 2016-06-08 4 D 0 4878 11.11 D 2616604 I See Footnotes Restricted Stock Equivalent Units 11.11 2016-06-08 4 M 0 4608 0.00 D 2016-06-08 2016-06-08 Common Stock 4608 0 I See Footnotes Restricted Stock Equivalent Units 11.11 2016-06-08 4 M 0 4878 0.00 D 2016-06-08 2016-06-08 Common Stock 4878 0 I See Footnotes Each vested Restricted Stock Equivalent Unit ("RSEU") entitles Coliseum Capital Partners, L.P. ("CCP") to a cash payment by Blue Bird Corporation (the "Issuer") equal to the fair market value of a share of the Issuer's common stock on the Settlement Date. "Settlement Date" means the earlier of (i) the date Adam Gray's ("Gray") continuous service on the board of the Issuer terminates for any reason or (ii) the date of the consummation of a change of control. A change of control was triggered on June 8, 2016, and, therefore, the RSEUs vested on June 8, 2016, for which date the closing market price was $11.11. On June 15, 2015, September 15, 2015, and December 15, 2015, Coliseum School Bus Holdings, LLC, a Delaware limited liability company ("CSB") received 19,010, 17,407, and 19,187 common shares, respectively, as a result of a stock dividend. The RSEUs were received by CCP pursuant to an agreement under which Gray assigned to CCP the right to receive all compensation (including equity compensation) that Gray would otherwise receive as a director of the Issuer. These securities are held directly by (a) 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 Partners II, L.P. ("CCP2" and, together with CCP, the "Funds"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, (c) CSB and (cd) a separate account investment advisory client of CCM (the "Separate Account"). Christopher Shackelton ("Shackelton") and Gray are managers of CCM and CC. CSB is a company through which CCP, CCP2 and Separate Account have invested in the Issuer's 7.625% Series A Convertible Cumulative Preferred Stock. CCM is the manager of CSB. Each of Shackelton, Gray, CCP, CCP2, the Separate Account, CC, CSB and CCM disclaim beneficial ownership of these securities except to the extent of that person's pecuniary interest therein. Following the transactions reported herein, CCP, CCP2, the Separate Account, and CSB directly owned 1,750,000, 310,000, 501,000, and 55,604 shares of common stock, respectively. Adam 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: Coliseum Capital Management, LLC; Coliseum Capital, LLC; Coliseum Capital Partners, L.P.; Coliseum Capital Partners II, L.P.; Coliseum School Bus Holdings, LLC and Christopher Shackelton. Coliseum Capital Management, LLC, By: /s/ Thomas Sparta, Attorney-in-fact 2016-06-10 Christopher Shackelton, By: /s/ Thomas Sparta, Attorney-in-fact 2016-06-10 Coliseum Capital, LLC, By: /s/ Thomas Sparta, Attorney-in-fact 2016-06-10 Coliseum Capital Partners, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Thomas Sparta, Attorney-in-fact 2016-06-10 Coliseum Capital Partners II, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Thomas Sparta, Attorney-in-fact 2016-06-10 Adam Gray, By: /s/ Thomas Sparta, Attorney-in-fact 2016-06-10 Coliseum School Bus Holdings, LLC, By: Coliseum Capital Management, LLC, its Manager, By: /s/ Thomas Sparta, Attorney-in-fact 2016-06-10