SEC Form 4 · accession 0000899243-17-022596
Blue Bird Corp · BLBD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
COLISEUM CAPITAL PARTNERS, L.P.
Director
Coliseum Capital, LLC
Director
Coliseum Capital Management, LLC
Director
Christopher S Shackelton
Director
Adam Gray
Director
Period of report
Sep 23, 2017
Accepted (ET)
Sep 26, 2017 · 5:10 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,F4,F5 | Sep 23, 2017 | S | 742,566 | $18.65 | D | 0 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Cumulative Preferred StockF1,F2,F3,F4,F6 | $11.59 | Sep 23, 2017 | S | 100,000 | D | — | — | Common Stock | 862,811 | 0 | I |
| WarrantsF1,F4,F7 | $5.75 | Sep 23, 2017 | S | 512,000 | D | Feb 26, 2016 | Feb 24, 2020 | Common Stock | 256,000 | 0 | I |
Explanation of responses
- F1These 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").
- F2Christopher 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.
- F3The Series A Convertible Cumulative Preferred Stock is convertible into common stock at any time and has no expiration state.
- F4CCP, 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.
- F5Following the transactions reported herein, CCP, CCP2, the Separate Account and CSB each directly owned zero (0) shares of the Common Stock, respectively.
- F6Following the transactions reported herein, CSB directly owned zero (0) shares of the Series A Convertible Cumulative Preferred Stock.
- F7Following 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.