SEC Form 4
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*
Coliseum Capital Management, LLC

(Last) (First) (Middle)
METRO CENTER
1 STATION PLACE, 7TH FLOOR SOUTH

(Street)
STAMFORD CT 06902

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Blue Bird Corp [ BLBD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/08/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 06/08/2016 M 4,608 A $0.00(1) 2,621,212(2) I See Footnotes(3)(4)(5)
Common Stock 06/08/2016 D 4,608 D $11.11(1) 2,616,604 I See Footnotes(3)(4)(5)
Common Stock 06/08/2016 M 4,878 A $0.00(1) 2,621,482 I See Footnotes(3)(4)(5)
Common Stock 06/08/2016 D 4,878 D $11.11(1) 2,616,604 I See Footnotes(3)(4)(5)(6)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Restricted Stock Equivalent Units $11.11(1) 06/08/2016 M 4,608 06/08/2016(1) 06/08/2016(1) Common Stock 4,608 $0.00(3) 0 I See Footnotes(3)(5)
Restricted Stock Equivalent Units $11.11(1) 06/08/2016 M 4,878 06/08/2016(1) 06/08/2016(1) Common Stock 4,878 $0.00(3) 0 I See Footnotes(3)(5)
1. Name and Address of Reporting Person*
Coliseum Capital Management, LLC

(Last) (First) (Middle)
METRO CENTER
1 STATION PLACE, 7TH FLOOR SOUTH

(Street)
STAMFORD CT 06902

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Shackelton Christopher S

(Last) (First) (Middle)
METRO CENTER
1 STATION PLACE, 7TH FLOOR,

(Street)
STAMFORD CT 06902

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Coliseum Capital, LLC

(Last) (First) (Middle)
METRO CENTER
1 STATION PLACE, 7TH FLOOR,

(Street)
STAMFORD CT 06902

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
COLISEUM CAPITAL PARTNERS, L.P.

(Last) (First) (Middle)
METRO CENTER
1 STATION PLACE, 7TH FLOOR,

(Street)
STAMFORD CT 06902

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Coliseum Capital Partners II, L.P.

(Last) (First) (Middle)
METRO CENTER
1 STATION PLACE, 7TH FLOOR,

(Street)
STAMFORD CT 06902

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Gray Adam

(Last) (First) (Middle)
METRO CENTER
1 STATION PLACE, 7TH FLOOR,

(Street)
STAMFORD CT 06902

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Coliseum School Bus Holdings, LLC

(Last) (First) (Middle)
METRO CENTER
1 STATION PLACE, 7TH FLOOR

(Street)
STAMFORD CT 06902

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. 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.
2. 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.
3. 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.
4. 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").
5. 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.
6. 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.
Remarks:
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 06/10/2016
Christopher Shackelton, By: /s/ Thomas Sparta, Attorney-in-fact 06/10/2016
Coliseum Capital, LLC, By: /s/ Thomas Sparta, Attorney-in-fact 06/10/2016
Coliseum Capital Partners, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Thomas Sparta, Attorney-in-fact 06/10/2016
Coliseum Capital Partners II, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Thomas Sparta, Attorney-in-fact 06/10/2016
Adam Gray, By: /s/ Thomas Sparta, Attorney-in-fact 06/10/2016
Coliseum School Bus Holdings, LLC, By: Coliseum Capital Management, LLC, its Manager, By: /s/ Thomas Sparta, Attorney-in-fact 06/10/2016
** Signature of Reporting Person Date
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