Form 4 Gray Adam For: Sep 27 Filed by: Blue Bird Corp

September 29, 2017 6:09 AM
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)
Director 10% Owner
Officer (give title below) X Other (specify below)
Former Director
3. Date of Earliest Transaction (Month/Day/Year)
09/27/2017
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 09/27/2017 M 2,907 A (1) (2) 2,907 I See footnotes (4) (5)
Common Stock 09/27/2017 D 2,907 D $ 19.65 0 I See footnotes (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
Restricted Stock Equivalent Units (2) 09/27/2017 M 2,907 (2) (2) Common Stock 2,907 $ 0 0 I See footnotes (3) (4) (5)
Explanation of Responses:
1. Restricted Stock Equivalent Units convert into Common Stock on a one-for-one basis.
2. 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. On September 27, 2017, Mr. Gray ended his service on the board of the Issuer. Therefore, the fair market value of the shares of RSEU were equal to the closing price of the Issuer's Common Stock on September 27, 2017.
3. The RSEUs were held 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 were 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.
5. 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") 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.
Coliseum Capital Management, LLC, By: /s/ Thomas Sparta, Attorney-in-fact 09/28/2017
** Signature of Reporting Person Date
Christopher Shackelton, By: /s/ Thomas Sparta, Attorney-in-fact 09/28/2017
** Signature of Reporting Person Date
Coliseum Capital, LLC, By: /s/ Thomas Sparta, Attorney-in-fact 09/28/2017
** Signature of Reporting Person Date
Coliseum Capital Partners, L.P. By: Coliseum Capital, LLC, its General Partner, By: /s/ Thomas Sparta, Attorney-in-fact 09/28/2017
** 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 09/28/2017
** Signature of Reporting Person Date
Adam Gray, By: /s/ Thomas Sparta, Attorney-in-fact 09/28/2017
** Signature of Reporting Person Date
Coliseum School Bus Holdings, LLC By: Coliseum Capital Management, LLC, its Manager, By: /s/ Thomas Sparta, Attorney-in-fact 09/28/2017
** 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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