Stadium Capital Management Form 4 BIG 5 SPORTING GOODS / ALEXANDER M SEAVER ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

STADIUM CAPITAL MANAGEMENT LLC

(Last) (First) (Middle)

199 ELM STREET

(Street)

NEW CANAAN CT 06840-5321

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BIG 5 SPORTING GOODS Corp [ BGFV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/08/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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
Common Stock	11/08/2016		S		36,831	D	$18.2648	2,271,978	I(1)	See Footnote
Common Stock	11/08/2016		S		20,000	D	$18.3	2,251,978	I(1)	See Footnote
Common Stock	11/09/2016		S		22,836	D	$18.2219	2,229,142	I(1)	See Footnote
Common Stock	11/09/2016		S		50,000	D	$18.31	2,179,142	I(1)	See Footnote
Common Stock	11/10/2016		S		33,000	D	$18.9052	2,146,142	I(1)	See Footnote
Common Stock	11/10/2016		S		40,000	D	$18.9875	2,106,142	I(1)	See Footnote
Common Stock	11/10/2016		S		95,000	D	$18.9974	2,011,142	I(1)	See Footnote

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 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: 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

1. Name and Address of Reporting Person^*

STADIUM CAPITAL MANAGEMENT LLC

(Last) (First) (Middle)

199 ELM STREET

(Street)

NEW CANAAN CT 06840-5321

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KENT BRADLEY R

(Last) (First) (Middle)

C/O STADIUM CAPITAL MANAGEMENT, LLC

1000 NW WALL STREET, SUITE 210

(Street)

BEND OR 97701

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SEAVER ALEXANDER M

(Last) (First) (Middle)

C/O STADIUM CAPITAL MANAGEMENT, LLC

199 ELM STREET

(Street)

NEW CANAAN CT 06840

(City) (State) (Zip)

Explanation of Responses:

1. The reporting persons include Stadium Capital Management GP, L.P., ("SCM-GP"). The reporting persons disclaim membership in a group with any other person within the meaning of Rule 13d-5(b)(i) and Rule 16a-1(a)(1) under the Exchange Act. These securities are owned by investment limited partnerships, of which SCM-GP is the general partner. Stadium Capital Management, LLC ("SCM") is the general partner of SCM-GP and the investment adviser to the investment limited partnerships. Mr. Seaver and Mr. Kent are the Managers of SCM. Each reporting person has only a pro rata interest in the securities with respect to which indirect beneficial ownership is reported and disclaims beneficial ownership in such securities except to the extent of such reporting person's pecuniary Interest.

	Stadium Capital Management GP, L.P., General Partner, By: Stadium Capital Management, LLC, General Partner, By: Bradley R. Kent, Manager	11/10/2016
	Bradley R. Kent	11/10/2016
	Alexander M. Seaver	11/10/2016
	** Signature of Reporting Person	Date
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