This Amendment No. 3, filed on behalf of Sagard Capital Partners, L.P., a Delaware limited partnership (“Sagard”), Sagard Capital Partners GP, Inc., a Delaware corporation (“GP”), and Sagard Capital Partners Management Corporation, a Delaware corporation (“Manager,” and together with Sagard and GP, the “Reporting Persons”), amends and supplements the Schedule 13D (the “Schedule 13D”) filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on March 6, 2008, amended on March 26, 2008 and further amended on April 21, 2008, relating to the Common Stock, par value $0.01 per share (the “Shares”), of Big 5 Sporting Goods Corporation, a Delaware corporation (the “Issuer”).
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and restated in its entirety as follows:
The aggregate purchase price of the 1,895,924 Shares reported herein as beneficially owned by the Reporting Persons is $24,389,398. Such Shares were acquired by Sagard from time to time in open market transactions with its working capital.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety as follows:
(a) Each Reporting Person beneficially owns 1,895,924 Shares, which represents 8.69% of the outstanding Shares.
In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the "Release") this filing reflects the securities beneficially owned by PCC and certain of its subsidiaries, including Sagard. The filing does not reflect securities beneficially owned, if any, by any subsidiaries of PCC whose ownership of securities is disaggregated from that of PCC in accordance with the Release.
| (b) | Sole power to vote or direct the vote: | 0 |
| | | |
| | Shared power to vote or direct the vote: | 1,895,924 |
| | | |
| | Sole power to dispose or to direct the disposition: | 0 |
| | | |
| | Shared power to dispose or direct the disposition: | 1,895,924 |
The power to vote or to direct the vote or to dispose or direct the disposition of the Shares reported herein is shared among the Reporting Persons.
(c) The following transactions in the Shares have been effected by Sagard since June 14, 2010:
| Date of Transaction | Number of Shares Purchased | Price Per Share |
| 2010-08-06 | 40,000 | 12.7213 |
| 2010-08-09 | 14,800 | 12.6929 |
| 2010-08-10 | 28,000 | 12.5416 |
| 2010-08-11 | 39,000 | 12.3441 |
(d) Not applicable.
(e) Not applicable.
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.
