Blue Bird (BLBD) Form 4 Blue Bird / CAPITAL PARTNERS L P COLISEUM 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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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^*

Coliseum Capital Management, LLC

(Last) (First) (Middle)

METRO CENTER

1 STATION PLACE, 7TH FLOOR SOUTH

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
07/29/2015

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

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
Restricted Stock Equivalent Units	(1)	07/29/2015		A		4,878(2)		(1)	(1)	Common Stock	4,878	$0.00	4,878	I	See footnote.(3)(4)

1. Name and Address of Reporting Person^*

Coliseum Capital Management, LLC

(Last) (First) (Middle)

METRO CENTER

1 STATION PLACE, 7TH FLOOR SOUTH

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Shackelton Christopher S

(Last) (First) (Middle)

METRO CENTER

1 STATION PLACE, 7TH FLOOR SOUTH

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Coliseum Capital, LLC

(Last) (First) (Middle)

METRO CENTER

1 STATION PLACE, 7TH FLOOR SOUTH

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

COLISEUM CAPITAL PARTNERS L P

(Last) (First) (Middle)

METRO CENTER

1 STATION PLACE, 7TH FLOOR SOUTH

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Coliseum Capital Partners II, L.P.

(Last) (First) (Middle)

METRO CENTER

1 STATION PLACE, 7TH FLOOR SOUTH

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Gray Adam

(Last) (First) (Middle)

METRO CENTER

1 STATION PLACE, 7TH FLOOR SOUTH

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Coliseum School Bus Holdings, LLC

(Last) (First) (Middle)

METRO CENTER

1 STATION PLACE, 7TH FLOOR SOUTH

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

Explanation of Responses:

1. For each vested Restricted Stock Equivalent Unit ("RSEU"), Blue Board Corporation (the "Issuer") will make a cash payment to Coliseum Capital Partners, L.P. ("CCP") equal to the fair market value of a share of the common stock ("Common Stock") of the Issuer on the Settlement Date. "Settlement Date" means the earlier of (i) the date Adam Gray's ("Gray") continuous service on the board of the Issuer terminates for any reason or (ii) the date of the consummation of a change of control. The RSEUs vest on March 30, 2016.

2. The RSEUs were received by CCP pursuant to an agreement under which Gray assigned to CCP the right to receive all compensation (including equity compensation) that Gray would otherwise receive as a director of the Issuer.

3. These securities are held directly by 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. Coliseum Capital Partners II, L.P. ("CCP2") is an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser. Christopher Shackelton ("Shackelton") and Gray are managers of CCM and CC. Coliseum School Bus Holdings, LLC ("CSB") is a Delaware limited liability company through which CCP, CCP2 and a separate account investment advisory client of CCM (the "Separate Account") have invested in the Issuer's 7.625% Series A Convertible Cumulative Preferred Stock. CCM is the manager of CSB.

4. (Continued from Footnote 3) Each of Shackelton, Gray, CCP, CCP2, the Separate Account, CC, CSB and CCM disclaim beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

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

	Coliseum Capital Management, LLC, By: /s/ Adam Gray, Manager	07/31/2015
	Christopher Shackelton, By: /s/ Adam Gray, Attorney-in-Fact	07/31/2015
	Coliseum Capital, LLC, By: /s/ Adam Gray, Manager	07/31/2015
	Coliseum Capital Partners, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Adam Gray, Manager	07/31/2015
	Coliseum Capital Partners II, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Adam Gray, Manager	07/31/2015
	/s/ Adam Gray	07/31/2015
	Coliseum School Bus Holdings, LLC, By: Coliseum Capital Management, LLC, its Manager, By: /s/ Adam Gray, Manager	07/31/2015
	** Signature of Reporting Person	Date
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