X0306 4 2017-04-03 0 0001589526 Blue Bird Corp BLBD 0001409751 Coliseum Capital Management, LLC 105 ROWAYTON AVENUE ROWAYTON CT 06853 1 0 1 0 0001430708 Shackelton Christopher S 105 ROWAYTON AVENUE ROWAYTON CT 06853 1 0 1 0 0001409585 Coliseum Capital, LLC 105 ROWAYTON AVENUE ROWAYTON CT 06853 1 0 1 0 0001356974 COLISEUM CAPITAL PARTNERS, L.P. 105 ROWAYTON AVENUE ROWAYTON CT 06853 1 0 1 0 0001567187 Coliseum Capital Partners II, L.P. 105 ROWAYTON AVENUE ROWAYTON CT 06853 1 0 1 0 0001454123 Gray Adam 105 ROWAYTON AVENUE ROWAYTON CT 06853 1 0 1 0 0001635060 Coliseum School Bus Holdings, LLC 105 ROWAYTON AVENUE ROWAYTON CT 06853 1 0 1 0 Restricted Stock Equivalent Units 2017-04-03 4 A 0 2907 0.00 A Common Stock 2907 2907 I See footnotes For each vested Restricted Stock Equivalent Unit ("RSEU"), Blue Bird Corporation (the "Issuer") will make a cash payment to Coliseum Capital Partners, L.P. ("CCP") 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. The RSEUs vest on April 2, 2018. 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 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. Coliseum Capital Partners II, L.P. ("CCP2" and, together with CCP, the "Funds") is an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser. Christopher Shackelton ("Shackelton") and Gray are managers of CCM and CC. Coliseum School Bus Holdings, LLC ("CSB") is a Delaware limited liability company through which CCP, CCP2 and a separate account investment advisory client of CCM (the "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. 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/ Chivonne Cassar, Attorney-in-fact 2017-04-05 Christopher Shackelton, By: /s/ Chivonne Cassar, Attorney-in-fact 2017-04-05 Coliseum Capital, LLC, By: /s/ Chivonne Cassar, Attorney-in-fact 2017-04-05 Coliseum Capital Partners, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Attorney-in-fact 2017-04-05 Coliseum Capital Partners II, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Attorney-in-fact 2017-04-05 Adam Gray, By: /s/ Chivonne Cassar, Attorney-in-fact 2017-04-05 Coliseum School Bus Holdings, LLC, By: Coliseum Capital Management, LLC, its Manager, By: /s/ Chivonne Cassar, Attorney-in-fact 2017-04-05