SEC Form 4 · accession 0000899243-16-022522
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
Jun 8, 2016
Accepted (ET)
Jun 10, 2016 · 9:04 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001589526
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4,F5 | Jun 8, 2016 | M | 4,608 | $0.00 | A | 2,621,212 | I | See Footnotes |
| Common StockF1,F3,F4,F5 | Jun 8, 2016 | D | 4,608 | $11.11 | D | 2,616,604 | I | See Footnotes |
| Common StockF1,F3,F4,F5 | Jun 8, 2016 | M | 4,878 | $0.00 | A | 2,621,482 | I | See Footnotes |
| Common StockF1,F3,F4,F5,F6 | Jun 8, 2016 | D | 4,878 | $11.11 | D | 2,616,604 | I | See Footnotes |
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 UnitsF3,F5,F1 | $11.11 | Jun 8, 2016 | M | 4,608 | D | Jun 8, 2016 | Jun 8, 2016 | Common Stock | 4,608 | 0 | I |
| Restricted Stock Equivalent UnitsF3,F5,F1 | $11.11 | Jun 8, 2016 | M | 4,878 | D | Jun 8, 2016 | Jun 8, 2016 | Common Stock | 4,878 | 0 | I |
Explanation of responses
- F1Each 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.
- F2On 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.
- F3The 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.
- F4These 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").
- F5Christopher 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.
- F6Following 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.