SEC Form 4 · accession 0000899243-15-002016
Blue Bird Corp · BLBD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
COLISEUM CAPITAL PARTNERS L P
Director · 10% Owner
Coliseum Capital, LLC
Director · 10% Owner
Coliseum Capital Management, LLC
Director · 10% Owner
Christopher S Shackelton
Director · 10% Owner
Adam Gray
Director · 10% Owner
Coliseum Capital Partners II, L.P.
Director · 10% Owner
Coliseum School Bus Holdings, LLC
Director · 10% Owner
Period of report
Jul 29, 2015
Accepted (ET)
Jul 31, 2015 · 5:08 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001589526
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Equivalent UnitsF2,F3,F4,F1 | — | Jul 29, 2015 | A | 4,878 | A | — | — | Common Stock | 4,878 | 4,878 | I |
Explanation of responses
- F1For each vested Restricted Stock Equivalent Unit ("RSEU"), Blue Board 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 common stock ("Common Stock") of the Issuer 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 March 30, 2016.
- F2The 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.
- F3These 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") 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.
- F4(Continued from Footnote 3) 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.
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. Exhibit List Exhibit 24.1 - Power of Attorney Exhibit 24.2 - Power of Attorney