SEC Form 4 · accession 0000899243-17-022836
Blue Bird Corp · BLBD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Adam Gray
Other
Period of report
Sep 27, 2017
Accepted (ET)
Sep 29, 2017 · 6:08 am 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,F4,F5 | Sep 27, 2017 | M | 2,907 | — | A | 2,907 | I | See footnotes |
| Common StockF4,F5 | Sep 27, 2017 | D | 2,907 | $19.65 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Equivalent UnitsF3,F4,F5,F2 | — | Sep 27, 2017 | M | 2,907 | D | — | — | Common Stock | 2,907 | 0 | I |
Explanation of responses
- F1Restricted Stock Equivalent Units convert into Common Stock on a one-for-one basis.
- F2For 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.
- F3The 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.
- F4These 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.
- F5Christopher 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.