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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A Convertible Cumulative Preferred Stock | $ 11.59 | 09/23/2017 | S | 100,000 | (3) | (3) | Common Stock | 862,811 | $ 164.35 | 0 | I | See footnotes (1) (2) (3) (4) (6) | |||
Warrants | $ 5.75 | 09/23/2017 | S | 512,000 | 02/26/2016 | 02/24/2020 | Common Stock | 256,000 | $ 3.575 | 0 | I | See footnotes (1) (4) (7) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Coliseum Capital Management, LLC 105 ROWAYTON AVENUE ROWAYTON, CT 06853 |
X | |||
Shackelton Christopher S 105 ROWAYTON AVENUE ROWAYTON, CT 06853 |
X | |||
Coliseum Capital, LLC 105 ROWAYTON AVENUE ROWAYTON, CT 06853 |
X | |||
COLISEUM CAPITAL PARTNERS, L.P. 105 ROWAYTON AVENUE ROWAYTON, CT 06853 |
X | |||
Coliseum Capital Partners II, L.P. 105 ROWAYTON AVENUE ROWAYTON, CT 06853 |
X | |||
Gray Adam 105 ROWAYTON AVENUE ROWAYTON, CT 06853 |
X | |||
Coliseum School Bus Holdings, LLC 105 ROWAYTON AVENUE ROWAYTON, CT 06853 |
X |
Coliseum Capital Management, LLC By: /s/ Thomas Sparta, Attorney-in-fact | 09/26/2017 | |
**Signature of Reporting Person | Date | |
Christopher Shackelton By: /s/ Thomas Sparta, Attorney-in-fact | 09/26/2017 | |
**Signature of Reporting Person | Date | |
Coliseum Capital, LLC By: /s/ Thomas Sparta, Attorney-in-fact | 09/26/2017 | |
**Signature of Reporting Person | Date | |
Coliseum Capital Partners, L.P. By: Coliseum Capital, LLC, its General Partner, By: /s/ Thomas Sparta, Attorney-in-fact | 09/26/2017 | |
**Signature of Reporting Person | Date | |
Coliseum Capital Partners II, L.P. By: Coliseum Capital, LLC, its General Partner, By: /s/ Thomas Sparta, Attorney-in-fact | 09/26/2017 | |
**Signature of Reporting Person | Date | |
Adam Gray, By: /s/ Thomas Sparta, Attorney-in-fact | 09/26/2017 | |
**Signature of Reporting Person | Date | |
Coliseum School Bus Holdings, LLC By: Coliseum Capital Management, LLC, its Manager By: /s/ Thomas Sparta, Attorney-in-fact | 09/26/2017 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | These 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"). |
(2) | Christopher 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. |
(3) | The Series A Convertible Cumulative Preferred Stock is convertible into common stock at any time and has no expiration state. |
(4) | CCP, 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. |
(5) | Following the transactions reported herein, CCP, CCP2, the Separate Account and CSB each directly owned zero (0) shares of the Common Stock, respectively. |
(6) | Following the transactions reported herein, CSB directly owned zero (0) shares of the Series A Convertible Cumulative Preferred Stock. |
(7) | Following 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. |