UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Blue Bird Corporation
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
095306106
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(CUSIP Number)
December 31, 2015
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
13G is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. 095306106
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1 NAME OF REPORTING PERSON:
Spitfire Capital LLC
I.R.S. Identification Nos. of above persons (entities only):
51-0629606
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
5 SOLE VOTING POWER: 1,474,301*
6 SHARED VOTING POWER: 0*
7 SOLE DISPOSITIVE POWER: 1,474,301*
8 SHARED DISPOSITIVE POWER: 0*
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,474,301*
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.1%*+
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12 TYPE OF REPORTING PERSON
IA
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* As of December 31, 2015, The Spitfire Fund L.P. ("Spitfire"), The Spitfire
Qualified Fund L.P. ("Spitfire QF"), Saunwin Domestic Equities Fund LLC
("Saunwin") and ABA Stocks LLC ("ABA Stocks") owned in the aggregate 1,474,301
shares of Common Stock of the Issuer ("Shares"). Spitfire Capital LLC
("Spitfire Capital") is the investment manager of Spitfire and Spitfire QF as
well as the investment manager of separate investment accounts maintained by
each of Saunwin and ABA Stocks in which such entities' respective Shares
referred to above are held. As a result of the foregoing, Spitfire Capital
possesses the power to vote and dispose or direct the disposition of all the
Shares owned by Spitfire, Spitfire QF, Saunwin and ABA Stocks that are referred
to above. Thus, for purposes of Rule 13d-3 under the Act, Spitfire Capital may
be deemed to beneficially own as of December 31, 2015 a total of 1,474,301
Shares.
+ Based on a total of 20,884,847 Shares outstanding, as set forth in the
Issuer's most recent Form 10-K, filed December 15, 2015.
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CUSIP No. 095306106
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1 NAME OF REPORTING PERSON:
Julian A.L. Allen
I.R.S. Identification Nos. of above persons (entities only):
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
5 SOLE VOTING POWER: 1,474,301*
6 SHARED VOTING POWER: 0*
7 SOLE DISPOSITIVE POWER: 1,474,301*
8 SHARED DISPOSITIVE POWER: 0*
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,474,301*
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.1%*+
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12 TYPE OF REPORTING PERSON
HC
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* As of December 31, 2015, The Spitfire Fund L.P. ("Spitfire"), The Spitfire
Qualified Fund L.P. ("Spitfire QF"), Saunwin Domestic Equities Fund LLC
("Saunwin") and ABA Stocks LLC ("ABA Stocks") owned in the aggregate 1,474,301
shares of Common Stock of the Issuer ("Shares"). Spitfire Capital LLC
("Spitfire Capital") is the investment manager of Spitfire and Spitfire QF as
well as the investment manager of separate investment accounts maintained by
each of Saunwin and ABA Stocks in which such entities' respective Shares
referred to above are held. Mr. Allen is the sole member of Spitfire Capital.
Mr. Allen is also the sole member of Spitfire Fund GP LLC, the general partner
of Spitfire and Spitfire QF. As a result of the foregoing, Mr. Allen possesses
the power to vote and dispose or direct the disposition of all the Shares
owned by Spitfire, Spitfire QF, Saunwin and ABA Stocks that are referred to
above. Thus, for purposes of Rule 13d-3 under the Act, Mr. Allen may be deemed
to beneficially own as of December 31, 2015 a total of 1,474,301 Shares.
+ Based on a total of 20,884,847 Shares outstanding, as set forth in the
Issuer's most recent Form 10-K, filed December 15, 2015.
Item 1(a). Name of Issuer:
Blue Bird Corporation
Item 1(b). Address of Issuer's Principal Executive Offices:
402 Blue Bird Boulevard
Fort Valley, Georgia 31030
Item 2(a). Name of Person Filing:
1. Spitfire Capital LLC ("Spitfire Capital")
2. Julian A.L. Allen
These persons have entered into a joint filing agreement, dated
February 13, 2011, a copy of which is filed with this Schedule
13G as Exhibit A, pursuant to which such persons have agreed to
file this statement jointly in accordance with the provisions
of Rule 13d-1(k)(1) under the Act.
Item 2(b). Address of Principal Business Office or if none, Residence:
c/o Spitfire Capital LLC
222 Front Street, Suite 401
San Francisco, CA 94111
Item 2(c). Citizenship:
1. Spitfire Capital: Delaware
2. Julian A.L. Allen: United Kingdom
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
095306106
Item 3. Not Applicable.
Item 4. Ownership:
1. Spitfire Capital:
(a) Amount Beneficially Owned: 1,474,301
(b) Percent of Class: 7.1%+
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 1,474,301
(ii) shared power to vote or to direct the vote: 0*
(iii) sole power to dispose or to direct the disposition of:
1,474,301
(iv) shared power to dispose or to direct the disposition of:
0*
2. Julian A.L. Allen:
(a) Amount Beneficially Owned: 1,474,301
(b) Percent of Class: 7.1%+
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 1,474,301
(ii) shared power to vote or to direct the vote: 0*
(iii) sole power to dispose or to direct the disposition
of: 1,474,301
(iv) shared power to dispose or to direct the disposition
of: 0*
+ Based on a total of 20,884,847 Shares outstanding, as set forth in
the Issuer's most recent Form 10-K, filed December 15, 2015.
Notwithstanding statements made in this Schedule 13G, Spitfire
Capital and Mr. Allen disclaim beneficial ownership of any Shares
referred to herein, except to the extent of their respective
pecuniary interests therein.
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class securities, check
the following | |
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
See the response to Item 4, above.
As of December 31, 2015, Spitfire, Spitfire QF, Saunwin and ABA Stocks owned in
the aggregate 1,474,301 Shares. Spitfire Capital is the investment manager of
Spitfire and Spitfire QF as well as the investment manager of separate
investment accounts maintained by each of Saunwin and ABA Stocks in which such
entities' respective Shares referred to above are held. Mr. Allen is the sole
member of Spitfire Capital. Mr. Allen is also the sole member of Spitfire
Fund GP LLC, the general partner of Spitfire and Spitfire QF. As a result of
the foregoing, Spitfire Capital possesses the power to vote and dispose or
direct the disposition of all the Shares owned by Spitfire, Spitfire QF,
Saunwin and ABA Stocks that are referred to above. Thus, for purposes of Rule
13d-3 under the Act, Spitfire Capital may be deemed to beneficially own as of
December 31, 2015 a total of 1,474,301 Shares. Also as a result of the
foregoing, Mr. Allen possesses the power to vote and dispose or direct the
disposition of all the Shares owned by Spitfire, Spitfire QF, Saunwin and ABA
Stocks that are referred to above. Thus, for purposes of Rule 13d-3 under the
Act, Mr. Allen may be deemed to beneficially own as of December 31, 2015 a
total of 1,474,301 Shares.
Item 7. Identification and Classification of Subsidiary Which Acquired the
Securities:
Not Applicable.
Item 8. Identification and Classification of Members of the Group:
Not Applicable.
Item 9. Notice of Dissolution of Group:
Not Applicable.
Item 10. Certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
February 12, 2016
SPITFIRE CAPITAL LLC
/s/ Julian A.L. Allen
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Julian A.L. Allen,
As sole member
/s/ Julian A.L. Allen
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JULIAN A.L. ALLEN
EXHIBIT A
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G/A
The undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the Schedule 13G to which
this Exhibit is attached, and such Schedule 13G is filed on behalf of
each of them; and
(ii) Each of them is responsible for the timely filing of such Schedule 13G
and any amendments thereto, and for the completeness and accuracy of
the information concerning such person contained therein; but none of
them is responsible for the completeness or accuracy of the
information concerning the other persons making the filing, unless such
person knows or has reason to believe that such information is
inaccurate.
February 12, 2016
SPITFIRE CAPITAL LLC
/s/ Julian A.L. Allen
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Julian A.L. Allen,
As sole member
/s/ Julian A.L. Allen
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JULIAN A.L. ALLEN