Osterweis Capital Management SC 13G/A Blue Bird Corp

Osterweis Capital Management SC 13G/ABlue Bird Corp


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 5)

Blue Bird Corporation

(Name of Issuer)

Common Stock

(Title of Class Securities)

095306106

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒ Rule13d-1(b)

☐ Rule13d-1(c)

☐ Rule13d-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 disclosure 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).


SEC 1745 (3-06)		Page 1 of 11 Pages

CUSIP No. 095306106

**	Percentage ownership is based on 26,476,336 shares of Common Stock outstanding as of September 28, 2019 as reported in the company’s Form10-Q for the quarterly period ended January 4, 2020.


SEC 1745 (3-06)		Page 2 of 11 pages

CUSIP No. 095306106

**	Percentage ownership is based on 26,476,336 shares of Common Stock outstanding as of September 28, 2019 as reported in the company’s Form10-Q for the quarterly period ended January 4, 2020.


SEC 1745 (3-06)		Page 3 of 11 pages

CUSIP No. 095306106

**	Percentage ownership is based on 26,476,336 shares of Common Stock outstanding as of September 28, 2019 as reported in the company’s Form10-Q for the quarterly period ended January 4, 2020.


		Page 4 of 11 pages

CUSIP No. 095306106

**	Percentage ownership is based on 26,476,336 shares of Common Stock outstanding as of September 28, 2019 as reported in the company’s Form10-Q for the quarterly period ended January 4, 2020.


SEC 1745 (3-06)		Page 5 of 11 pages

Page 6 of 11

Item 1.

(a)

Name of Issuer

Blue Bird Corporation.

(b)

Address of Issuer’s Principal Executive Offices

3920 Arkwright Road, 2^nd Floor

Macon, GA 31210

Item 2.

(a)

Name of Persons Filing

(i)

Osterweis Capital Management, Inc.

(ii)

Osterweis Capital Management, LLC

(iii)

John S. Osterweis

(iv)

Carl P. Kaufman

(b)

Address of Principal Business office or, if None, Residence With respect to all Persons filing:

One Maritime Plaza, Suite 800, San Francisco, CA 94111

(c)

Citizenship

(i)

CA Corporation

(ii)

CA Limited Liability Company

(iii)

U.S. Citizen

(iv)

U.S. Citizen

(d)

Title of Class Securities

Converted Series A Convertible Preferred Stock

(e)

CUSIP Number

095306106

Page 7 of 11

Item 3.

If this statement is filed pursuant to Sections240.13d-1(b), or240.13d-2(b) or (c), check whether the person filing is a:


(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)	☐	Investment company registered under section 8 of the Investment Company Act (15 U.S.C.80a-8).

(e)	☒	An investment adviser in accordance with Section240.13d-1(b)(1)(ii)(E).

(f)	☐	An employee benefit plan or endowment fund in accordance withSection 240.13d-1(b)(ii)(F).

(g)	☒	A parent holding company or control person in accordance withSection 240.13d-1(b)(1)(ii)(G).

(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.80a-3).

(j)	☒	Group in accordance withSection 240.13d-1(b)(ii)(J).

Item 4.

Ownership

Common Stock

(a)

Amount Beneficially Owned: 114,431

(b)

Percent of Class: 0.43%**

(c)

Number of shares as to which the joint filers have:

(i)

sole power to vote or to direct the vote: 114,431

(ii)

shared power to vote or to direct the vote:

(iii)

sole power to dispose or to direct the disposition of: 114,431

(iv)

shared power to dispose of or to direct the disposition of:

**	Percentage ownership is based on 26,331,075 shares of Common Stock outstanding as of December 4, 2018 as reported in the company’s Form10-K for the fiscal year ended September 29, 2018.

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.

n/a

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

See Exhibit C

Page 8 of 11

Item 8.

Identification and Classification of Members of the Group.

See Exhibit A

Item 9.

Notice of Dissolution of Group.

n/a

Item 10.

Certification:

(a)

The following certification shall be included if the statement is filed pursuant toSection 240.13d-1(b):

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

Date: February 14, 2020


Osterweis Capital Management, Inc.

By:		/s/ Catherine C. Halberstadt
		Catherine C. Halberstadt, Co-President &Co-CEO

Osterweis Capital Management, LLC

By:		/s/ Catherine C. Halberstadt
		Catherine C. Halberstadt, Co-President &Co-CEO

/s/ John S. Osterweis
John S. Osterweis

/s/ Carl P. Kaufman
Carl P. Kaufman

Page 9 of 11

EXHIBIT A

Identification and Classification of Members of the Group

Pursuant to Rule13d-1(b)(ii)(J) and Rule13d-1(k)(1) under the Securities and Exchange Act of 1934, the members of the group making this joint filing are identified and classified as follows:


Name		Classification
Osterweis Capital Management, Inc.		Investment adviser in accordance with Rule13d-1(b)(1)(ii)(E)

Osterweis Capital Management, LLC		Investment adviser in accordance with Rule13d-1(b)(1)(ii)(E)

John S. Osterweis		Parent holding company or control person in accordance with Rule13d-1(b)(1)(ii)(G)

Carl P. Kaufman		Parent holding company or control person in accordance with Rule13d-1(b)(1)(ii)(G)

Page 10 of 11

EXHIBIT B

Joint Filing Agreement Pursuant to Rule13d-1

This agreement is made pursuant to Rule13d-1(b)(ii)(J) and Rule13d-1(k)(1) under the Securities and Exchange Act of 1934 (the “Act”) by and among the parties listed below, each referred to herein as a “Joint Filer.” The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule13d-1.

Dated: February 14, 2020


Osterweis Capital Management, Inc.

By:		/s/ Catherine C. Halberstadt
		Catherine C. Halberstadt, Co-President &Co-CEO

Osterweis Capital Management, LLC

By:		/s/ Catherine C. Halberstadt
		Catherine C. Halberstadt, Co-President &Co-CEO

/s/ John S. Osterweis
John S. Osterweis

/s/ Carl P. Kaufman
Carl P. Kaufman

Page 11 of 11

EXHIBIT C

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person


Identity		Classification
Osterweis Capital Management, Inc.		Investment adviser in accordance with Rule13d-1(b)(1)(ii)(E)

Osterweis Capital Management, LLC		Investment adviser in accordance with Rule13d-1(b)(1)(ii)(E)

Name of Reporting Persons.
  I.R.S. Identification Nos. of above persons (entities only).

  Osterweis Capital Management, Inc.

Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☒ (b) ☐

SEC Use Only

Citizenship or Place of Organization

California