Blue Bird Corp — Director's Dealing 2021

Jul 1, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Blue Bird Corp (BLBD)
CIK: 0001589526
Period of Report: 2021-07-01

Reporting Person: Stevenson Matthew (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-07-01	Common Stock	A	40000	—	Acquired	40000	Direct
2021-07-01	Common Stock	A	40000	—	Acquired	80000	Direct
2021-07-01	Common Stock	A	40000	—	Acquired	120000	Direct
2021-07-01	Common Stock	A	40000	—	Acquired	160000	Direct

Footnotes

F1: The award represents a grant of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the common stock of Blue Bird Corporation.

F2: The RSU's vest on December 11, 2022 subject to downward adjustments consistent with fiscal year 2022 adjusted EBITDA. If adjusted EBITDA is less than $85 million, then the no RSU's will vest. If adjusted EBITDA is $85 million but less than $100 million, then 50% of the RSU's will vest. If adjusted EBITDA is $100 million or more, then 100% will vest.

F3: Any RSU's that do not vest in fiscal years 2022-2025, but in no event more than 40,000 RSU's, may vest on December 11, 2026 if fiscal year adjusted EBITDA is $100 million or greater.

F4: In no event shall more than 100% of the Restricted Shares vest. In the event of a Change of Control as defined in the Plan, 20% of unvested Restricted Shares shall vest, unless the average closing price of the Company's common stock over the 30-day period prior to the Change of Control is $30.00 or higher, in which case all unvested Restricted Shares shall vest.

F5: The RSU's vest on December 11, 2023 subject to downward adjustments consistent with fiscal year 2023 adjusted EBITDA. If adjusted EBITDA is less than $85 million, then the no RSU's will vest. If adjusted EBITDA is $85 million but less than $100 million, then 50% of the RSU's will vest. If adjusted EBITDA is $100 million or more, then 100% will vest.

F6: The RSU's vest on December 11, 2024 subject to downward adjustments consistent with fiscal year 2024 adjusted EBITDA. If adjusted EBITDA is less than $100 million, then the no RSU's will vest. If adjusted EBITDA is $100 million or more, then 100% will vest.

F7: The RSU's vest on December 11, 2025 subject to downward adjustments consistent with fiscal year 2025 adjusted EBITDA. If adjusted EBITDA is less than $100 million, then the no RSU's will vest. If adjusted EBITDA is $100 million or more, then 100% will vest.