Sec Form 4 Filing - Stevenson Matthew @ Blue Bird Corp - 2021-07-01

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Stevenson Matthew
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
(Last) (First) (Middle)
3920 ARKWRIGHT ROAD, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
07/01/2021
(Street)
MACON, GA31210
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Stevenson Matthew
3920 ARKWRIGHT ROAD
SUITE 200
MACON, GA31210
President
Signatures
/s/ Paul Yousif as attorney-in-fact 07/01/2021
Signature of Reporting Person Date
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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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