Blue Bird Corp — Director's Dealing 2016

Jun 11, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Blue Bird Corp (BLBD)
CIK: 0001589526
Period of Report: 2016-06-08

Reporting Person: Coliseum Capital Management, LLC (Director, 10% Owner)
Reporting Person: Shackelton Christopher S (Director, 10% Owner)
Reporting Person: Coliseum Capital, LLC (Director, 10% Owner)
Reporting Person: COLISEUM CAPITAL PARTNERS, L.P. (Director, 10% Owner)
Reporting Person: Coliseum Capital Partners II, L.P. (Director, 10% Owner)
Reporting Person: Gray Adam (Director, 10% Owner)
Reporting Person: Coliseum School Bus Holdings, LLC (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-06-08	Common Stock	M	4608	$0.00	Acquired	2621212	Indirect
2016-06-08	Common Stock	D	4608	$11.11	Disposed	2616604	Indirect
2016-06-08	Common Stock	M	4878	$0.00	Acquired	2621482	Indirect
2016-06-08	Common Stock	D	4878	$11.11	Disposed	2616604	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-06-08	Restricted Stock Equivalent Units	$11.11	M	4608	Disposed	2016-06-08	Common Stock (4608)	Indirect
2016-06-08	Restricted Stock Equivalent Units	$11.11	M	4878	Disposed	2016-06-08	Common Stock (4878)	Indirect

Footnotes

F1: Each 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.

F2: On 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.

F3: The 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.

F4: These 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").

F5: Christopher 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.

F6: Following 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.