Form 4 Gray Adam For: Sep 23 Filed by: Blue Bird Corp

September 26, 2017 5:11 PM
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)
105 ROWAYTON AVENUE

(Street)
ROWAYTON CT 06853

(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 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/23/2017
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 09/23/2017 S 742,566 D $ 18.65 0 I See Footnotes (1) (4) (5)
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
Series A Convertible Cumulative Preferred Stock $ 11.59 09/23/2017 S 100,000 (3) (3) Common Stock 862,811 $ 164.35 0 I See footnotes (1) (2) (3) (4) (6)
Warrants $ 5.75 09/23/2017 S 512,000 02/26/2016 02/24/2020 Common Stock 256,000 $ 3.575 0 I See footnotes (1) (4) (7)
Explanation of Responses:
1. These securities were held directly by (a) Coliseum Capital Partners, L.P. ("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) Coliseum School Bus Holdings, LLC ("CSB") and (d) a separate account investment advisory client of CCM (the "Separate Account").
2. Christopher Shackelton ("Shackelton") and Adam Gray ("Gray") are managers of CCM and CC. CSB is a company through which CCP, CCP2 and Separate Account previously invested in the Issuer's 7.625% Series A Convertible Cumulative Preferred Stock (the "Series A Convertible Cumulative Preferred Stock"). CCM is the manager of CSB.
3. The Series A Convertible Cumulative Preferred Stock is convertible into common stock at any time and has no expiration state.
4. CCP, CCP II, CSB, and the Separate Account (each a "Seller", and collectively, the "Sellers") entered into a Securities Purchase Agreement (the "Purchase Agreement") on September 23, 2017, pursuant to which the Sellers agreed to sell and the Issuer agreed to purchase all of (i) the shares of common stock, par value $0.0001 (the "Common Stock") of the Issuer, (ii) the shares of the Issuer's Series A Convertible Cumulative Preferred Stock, par value $0.0001 per share, and (iii) the warrants to acquire Common Stock, in each case, owned by the Sellers.
5. Following the transactions reported herein, CCP, CCP2, the Separate Account and CSB each directly owned zero (0) shares of the Common Stock, respectively.
6. Following the transactions reported herein, CSB directly owned zero (0) shares of the Series A Convertible Cumulative Preferred Stock.
7. Following the transactions reported herein, CCP, CCP2 and the Separate Account each directly owned zero (0) warrants, respectively.
Remarks:
Adam Gray is a director of the Blue Bird Corporation (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 09/26/2017
** Signature of Reporting Person Date
Christopher Shackelton By: /s/ Thomas Sparta, Attorney-in-fact 09/26/2017
** Signature of Reporting Person Date
Coliseum Capital, LLC By: /s/ Thomas Sparta, Attorney-in-fact 09/26/2017
** Signature of Reporting Person Date
Coliseum Capital Partners, L.P. By: Coliseum Capital, LLC, its General Partner, By: /s/ Thomas Sparta, Attorney-in-fact 09/26/2017
** Signature of Reporting Person Date
Coliseum Capital Partners II, L.P. By: Coliseum Capital, LLC, its General Partner, By: /s/ Thomas Sparta, Attorney-in-fact 09/26/2017
** Signature of Reporting Person Date
Adam Gray, By: /s/ Thomas Sparta, Attorney-in-fact 09/26/2017
** Signature of Reporting Person Date
Coliseum School Bus Holdings, LLC By: Coliseum Capital Management, LLC, its Manager By: /s/ Thomas Sparta, Attorney-in-fact 09/26/2017
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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