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FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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OMB APPROVAL
OMB Number: 3235-0287 Estimated average burden hours per response... 0.5 |
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1. Name and Address of Reporting Person
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Coliseum Capital Management, LLC |
2. Issuer Name
and
Ticker or Trading Symbol
Blue Bird Corp [ BLBD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__ X __ Director __ X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) |
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METRO CENTER, 1 STATION PLACE, 7TH FLOOR SOUTH |
3. Date of Earliest Transaction
(MM/DD/YYYY)
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STAMFORD, CT 06902 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person _ X _ Form filed by More than One Reporting Person |
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
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1.Title of Security
(Instr. 3) |
2. Trans. Date | 2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) |
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1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any |
4. Trans. 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 |
7. Title and Amount of Securities Underlying Derivative Security
(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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Equivalent Units | (1) | 7/29/2015 | A | 4878 (2) | (1) | (1) | Common Stock | 4878 | $0.00 | 4878 | I | See footnote. (3) (4) | |||
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Remarks:
Adam Gray is a director of 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. Exhibit List Exhibit 24.1 - Power of Attorney Exhibit 24.2 - Power of Attorney |
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Reporting Owners
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| Reporting Owner Name / Address |
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| Director | 10% Owner | Officer | Other | ||
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Coliseum Capital Management, LLC
METRO CENTER 1 STATION PLACE, 7TH FLOOR SOUTH STAMFORD, CT 06902 |
X | X |
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Shackelton Christopher S
METRO CENTER 1 STATION PLACE, 7TH FLOOR SOUTH STAMFORD, CT 06902 |
X | X |
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Coliseum Capital, LLC
METRO CENTER 1 STATION PLACE, 7TH FLOOR SOUTH STAMFORD, CT 06902 |
X | X |
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COLISEUM CAPITAL PARTNERS L P
METRO CENTER 1 STATION PLACE, 7TH FLOOR SOUTH STAMFORD, CT 06902 |
X | X |
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Coliseum Capital Partners II, L.P.
METRO CENTER 1 STATION PLACE, 7TH FLOOR SOUTH STAMFORD, CT 06902 |
X | X |
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Gray Adam
METRO CENTER 1 STATION PLACE, 7TH FLOOR SOUTH STAMFORD, CT 06902 |
X | X |
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Coliseum School Bus Holdings, LLC
METRO CENTER 1 STATION PLACE, 7TH FLOOR SOUTH STAMFORD, CT 06902 |
X | X |
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Signatures
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| Coliseum Capital Management, LLC, By: /s/ Adam Gray, Manager | 7/31/2015 | |
| ** Signature of Reporting Person |
Date
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| Christopher Shackelton, By: /s/ Adam Gray, Attorney-in-Fact | 7/31/2015 | |
| ** Signature of Reporting Person |
Date
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| Coliseum Capital, LLC, By: /s/ Adam Gray, Manager | 7/31/2015 | |
| ** Signature of Reporting Person |
Date
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| Coliseum Capital Partners, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Adam Gray, Manager | 7/31/2015 | |
| ** Signature of Reporting Person |
Date
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| Coliseum Capital Partners II, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Adam Gray, Manager | 7/31/2015 | |
| ** Signature of Reporting Person |
Date
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| /s/ Adam Gray | 7/31/2015 | |
| ** Signature of Reporting Person |
Date
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| Coliseum School Bus Holdings, LLC, By: Coliseum Capital Management, LLC, its Manager, By: /s/ Adam Gray, Manager | 7/31/2015 | |
| ** Signature of Reporting Person |
Date
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| * | 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). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| 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. | |
EXHIBIT 24.1
POWER OF ATTORNEY
July 29, 2015
Know all by these presents, that the undersigned hereby constitutes and
appoints Christopher Shackelton the undersigned's true and lawful
attorney-in-fact to:
1. execute for and on behalf of the undersigned, in the undersigned's
capacity as a beneficial owner and possibly a director by deputization, as
applicable, of Blue Bird Corporation (the "Company"), (a) Schedules 13D and 13G
(and any amendments thereto) in accordance with Sections 13(d) and 13(g) of the
Securities Exchange Act of 1934 (the "Exchange Act") and the rules thereunder,
(b) Forms 3, 4, and 5 (and any amendments thereto) in accordance with Section
16(a) of the Exchange Act and the rules thereunder, and (c) any other forms or
reports the undersigned may be required to file in connection with the
undersigned's ownership, acquisition, or disposition of securities of the
Company;
2. do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Schedule
13D, Schedule 13G, Form 3, 4, or 5, or other form or report (or any amendment
thereto), and timely file such schedule, form or report with the U.S. Securities
and Exchange Commission and any stock exchange or similar authority; and
3. take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorney-in- fact, in
serving in such capacity at the request of the undersigned, is not assuming, nor
is the Company assuming, any of the undersigned's responsibilities to comply
with Section 13 and Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Schedules 13D and 13G and Forms 3, 4,
and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date first written above.
/s/ Adam Gray
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Signature
Adam Gray
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Print Name
EXHIBIT 24.2
POWER OF ATTORNEY
July 30, 2015
Know all by these presents, that the undersigned hereby constitutes and
appoints Adam Gray the undersigned's true and lawful attorney-in-fact to:
1. execute for and on behalf of the undersigned, in the undersigned's
capacity as a beneficial owner and a director of Blue Bird Corporation (the
"Company"), (a) Schedules 13D and 13G (and any amendments thereto) in accordance
with Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (the
"Exchange Act") and the rules thereunder, (b) Forms 3, 4, and 5 (and any
amendments thereto) in accordance with Section 16(a) of the Exchange Act and the
rules thereunder, and (c) any other forms or reports the undersigned may be
required to file in connection with the undersigned's ownership, acquisition, or
disposition of securities of the Company;
2. do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Schedule
13D, Schedule 13G, Form 3, 4, or 5, or other form or report (or any amendment
thereto), and timely file such schedule, form or report with the U.S. Securities
and Exchange Commission and any stock exchange or similar authority; and
3. take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorney-in- fact, in
serving in such capacity at the request of the undersigned, is not assuming, nor
is the Company assuming, any of the undersigned's responsibilities to comply
with Section 13 and Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Schedules 13D and 13G and Forms 3, 4,
and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date first written above.
/s/ Christopher Shackelton
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Signature
Christopher Shackelton
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Print Name