Matthew Stevenson Form 4 Blue Bird / Matthew Stevenson 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^*

Stevenson Matthew

(Last) (First) (Middle)

3920 ARKWRIGHT ROAD

SUITE 200

(Street)

MACON GA 31210

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2021

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

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

X	Form filed by One Reporting Person
	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	07/01/2021		A		40,000(1)(2)(3)(4)	A	$0	40,000	D
Common Stock	07/01/2021		A		40,000(1)(3)(4)(5)	A	$0	80,000	D
Common Stock	07/01/2021		A		40,000(1)(3)(4)(6)	A	$0	120,000	D
Common Stock	07/01/2021		A		40,000(1)(3)(4)(7)	A	$0	160,000	D

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

Explanation of Responses:

1. The award represents a grant of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the common stock of Blue Bird Corporation.

2. The RSU's vest on December 11, 2022 subject to downward adjustments consistent with fiscal year 2022 adjusted EBITDA. If adjusted EBITDA is less than $85 million, then the no RSU's will vest. If adjusted EBITDA is $85 million but less than $100 million, then 50% of the RSU's will vest. If adjusted EBITDA is $100 million or more, then 100% will vest.

3. Any RSU's that do not vest in fiscal years 2022-2025, but in no event more than 40,000 RSU's, may vest on December 11, 2026 if fiscal year adjusted EBITDA is $100 million or greater.

4. In no event shall more than 100% of the Restricted Shares vest. In the event of a Change of Control as defined in the Plan, 20% of unvested Restricted Shares shall vest, unless the average closing price of the Company's common stock over the 30-day period prior to the Change of Control is $30.00 or higher, in which case all unvested Restricted Shares shall vest.

5. The RSU's vest on December 11, 2023 subject to downward adjustments consistent with fiscal year 2023 adjusted EBITDA. If adjusted EBITDA is less than $85 million, then the no RSU's will vest. If adjusted EBITDA is $85 million but less than $100 million, then 50% of the RSU's will vest. If adjusted EBITDA is $100 million or more, then 100% will vest.

6. The RSU's vest on December 11, 2024 subject to downward adjustments consistent with fiscal year 2024 adjusted EBITDA. If adjusted EBITDA is less than $100 million, then the no RSU's will vest. If adjusted EBITDA is $100 million or more, then 100% will vest.

7. The RSU's vest on December 11, 2025 subject to downward adjustments consistent with fiscal year 2025 adjusted EBITDA. If adjusted EBITDA is less than $100 million, then the no RSU's will vest. If adjusted EBITDA is $100 million or more, then 100% will vest.

Remarks:

	/s/ Paul Yousif as attorney-in-fact	07/01/2021
	** Signature of Reporting Person	Date
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).
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