Big 5 Sporting Goods Corp (BGFV): Stadium Capital Management Reduces Its Stake

 

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

Under the Securities
Exchange Act of 1934

(Amendment No. 12)*

Big 5 Sporting Goods Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

08915P101

(CUSIP Number)

Stadium Capital Management, LLC 199 Elm Street New Canaan, CT 06840-5321 (203) 972-8235

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 12, 2016

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

Note: Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See section 240.13d-7 for other parties
to whom copies are to be sent.

*The remainder of this cover page shall be
filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).

 

Potential persons who are to respond to
the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB
control number.

CUSIP No. 08915P101		13D
(1)   NAMES OF REPORTING PERSONS.  I.R.S. Identification nos. of above persons (entities only) Stadium Capital Management GP, L.P.
(2)   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)  x          (b)  ¨
(3)   SEC USE ONLY
(4)   SOURCE OF FUNDS (see instructions)
(5)   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
(6)   CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	(7)   SOLE VOTING POWER
	-0- shares
	(8)   SHARED VOTING POWER
	2,675,493 shares
	(9)   SOLE DISPOSITIVE POWER
	-0- shares
	(10) SHARED DISPOSITIVE POWER
	2,675,493 shares
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,675,493 shares
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.1%
(14) TYPE OF REPORTING PERSON (see instructions) PN

CUSIP No. 08915P101		13D
(1)   NAMES OF REPORTING PERSONS.  I.R.S. Identification nos. of above persons (entities only) Stadium Capital Management, LLC
(2)   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)  x          (b)  ¨
(3)   SEC USE ONLY
(4)   SOURCE OF FUNDS (see instructions)
(5)   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
(6)   CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	(7)   SOLE VOTING POWER
	-0- shares
	(8)   SHARED VOTING POWER
	2,675,493 shares
	(9)   SOLE DISPOSITIVE POWER
	-0- shares
	(10) SHARED DISPOSITIVE POWER
	2,675,493 shares
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,675,493 shares
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.1%
(14) TYPE OF REPORTING PERSON (see instructions) IA, OO

CUSIP No. 08915P101		13D
(1)   NAMES OF REPORTING PERSONS.  I.R.S. Identification nos. of above persons (entities only) Alexander M. Seaver
(2)   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)  x          (b)  ¨
(3)   SEC USE ONLY
(4)   SOURCE OF FUNDS (see instructions)
(5)   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
(6)   CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	(7)   SOLE VOTING POWER
	-0- shares
	(8)   SHARED VOTING POWER
	2,675,493 shares
	(9)   SOLE DISPOSITIVE POWER
	-0- shares
	(10) SHARED DISPOSITIVE POWER
	2,675,493 shares
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,675,493 shares
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.1%
(14) TYPE OF REPORTING PERSON (see instructions) IN

CUSIP No. 08915P101		13D
(1)   NAMES OF REPORTING PERSONS.  I.R.S. Identification nos. of above persons (entities only) Bradley R. Kent
(2)   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)  x          (b)  ¨
(3)   SEC USE ONLY
(4)   SOURCE OF FUNDS (see instructions)
(5)   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
(6)   CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	(7)   SOLE VOTING POWER
	-0- shares
	(8)   SHARED VOTING POWER
	2,675,493 shares
	(9)   SOLE DISPOSITIVE POWER
	-0- shares
	(10) SHARED DISPOSITIVE POWER
	2,675,493 shares
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,675,493 shares
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.1%
(14) TYPE OF REPORTING PERSON (see instructions) IN

CUSIP No. 08915P101		13D
(1)   NAMES OF REPORTING PERSONS.  I.R.S. Identification nos. of above persons (entities only) Stadium Capital Partners, L.P.
(2)   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)  ¨          (b)  ¨
(3)   SEC USE ONLY
(4)   SOURCE OF FUNDS (see instructions)
(5)   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
(6)   CITIZENSHIP OR PLACE OF ORGANIZATION California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	(7)   SOLE VOTING POWER
	-0- shares
	(8)   SHARED VOTING POWER
	2,434,426 shares
	(9)   SOLE DISPOSITIVE POWER
	-0- shares
	(10) SHARED DISPOSITIVE POWER
	2,434,426 shares
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,434,426 shares
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.1%
(14) TYPE OF REPORTING PERSON (see instructions) PN

CUSIP No. 08915P101		13D
(1)   NAMES OF REPORTING PERSONS.  I.R.S. Identification nos. of above persons (entities only) Stadium Capital Qualified Partners, L.P.
(2)   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)  ¨          (b)  ¨
(3)   SEC USE ONLY
(4)   SOURCE OF FUNDS (see instructions)
(5)   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
(6)   CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	(7)   SOLE VOTING POWER
	-0- shares
	(8)   SHARED VOTING POWER
	241,067 shares
	(9)   SOLE DISPOSITIVE POWER
	-0- shares
	(10) SHARED DISPOSITIVE POWER
	241,067 shares
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 241,067 shares
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.1%
(14) TYPE OF REPORTING PERSON (see instructions) PN

Item 1. Security and Issuer

This statement relates to shares of Common
Stock (the “Stock”) of Big 5 Sporting Goods Corporation (the “Issuer”). The principal executive
office of the Issuer is located at 2525 E. El Segundo Boulevard, El Segundo, CA 90245.

Item 2. Identity and Background

The persons filing this statement and the
persons enumerated in Instruction C of Schedule 13D and, where applicable, their respective places of organization, general
partners, directors, executive officers and controlling persons, and the information regarding them, are as follows:

(a)

Stadium Capital Management, LLC (“SCM”); Stadium Capital Management GP, L.P. (“SCMGP”); Alexander M. Seaver (“Seaver”); Bradley R. Kent (“Kent”); Stadium Capital Partners, L.P. (“SCP”); Stadium Capital Qualified Partners, L.P. (“SQP”) (collectively, the “Filers”). SCP and SQP are filing this statement jointly with the other Filers, but not as member of a group and expressly disclaim membership in a group.

(b)

The business address of the Filers is 199 Elm Street, New Canaan, CT 06840-5321

(c)

Present principal occupation or employment of the Filers and the name, principal business and address of any corporation or other organization in which such employment is conducted: SCM is an investment adviser and the general partner of SCMGP. Seaver and Kent are the managers of SCM. SCP and SQP are investment limited partnerships, of which SCMGP is the general partner.

(d)

During the last five years, none of the Filers has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

During the last five years, none of the Filers was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)

See Item 4 of the cover sheet for each Filer.

Item 3. Source and Amount of Funds or Other Consideration

The source and amount of funds used in purchasing
the Stock were as follows:

Purchaser		Source of Funds		Amount
SCM		Funds Under Management(1)		$	27,537,070
SCP		Working Capital		$	25,375,032
SQP		Working Capital		$	2,162,037

(1)

Includes funds of SCP investors in the Stock.

Item 4. Purpose of Transaction

The Filers purchased shares of Stock for investment
purposes.

The Filers are engaged in the investment advisory
business. In pursuing this business, the Filers will routinely monitor the Issuer with regard to a wide variety of factors that
affect their investment considerations, including, without limitation, current and anticipated future trading prices for the Stock
and other securities, the Issuer’s operations, assets, prospects, financial position, and business development, Issuer’s
management, Issuer-related competitive and strategic matters, general economic, financial market and industry conditions, as well
as other investment considerations.

Depending on their evaluation of various factors,
including those indicated above, the Filers may take such actions with respect to their holdings in the Issuer as they deem appropriate
in light of circumstances existing from time to time. Such actions may include the purchase of additional shares of Stock in the
open market, through privately negotiated transactions with third parties or otherwise, or the sale at any time, in the open market,
through privately negotiated transactions with third parties or otherwise, of all or a portion of the shares of Stock now owned
or hereafter acquired by any of them. In addition, the Filers may from time to time enter into or unwind hedging or other derivative
transactions with respect to the Stock or otherwise pledge their interests in the Stock as a means of obtaining liquidity. The
Filers may from time to time cause any of Stadium Capital Partners, L.P. and Stadium Capital Qualified Partners, L.P. (the “Stadium
Capital Funds”) to distribute in kind to their respective investors shares Stock owned by such Stadium Capital Funds. In
addition, from time to time the Filers and their representatives and advisers may communicate with other stockholders, industry
participants and other interested parties concerning the Issuer. Further, the Filers reserve the right to act in concert with any
other stockholders of the Issuer, or other persons, for a common purpose should they determine to do so, and/or to recommend courses
of action to the Issuer’s management, the Issuer’s Board of Directors (the “Board”) and the stockholders
of the Issuer. Any of the foregoing actions could involve one or more of the events referred to in paragraphs (a) through
(j), inclusive, of Item 4 of Schedule 13D, including, potentially, one or more mergers, consolidations, sales or acquisitions
of assets, change in control, issuances, purchases, dispositions or pledges of securities or other changes in capitalization.

As previously disclosed, in 2011 SCM began
discussions with the management of the Issuer regarding board composition, and specifically about having an SCM representative
join the Board. On October 25, 2011, the Board appointed the Filers’ designee, Dominic P. DeMarco, to the Board.

On December 18, 2014, SCM submitted a stockholder
proposal pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, to the Issuer for inclusion in the Issuer’s
proxy statement for its 2015 Annual Meeting of Stockholders (the “2015 Annual Meeting”). The text of the stockholder
proposal is attached as Exhibit B and incorporated herein by reference. The stockholder proposal urges the Board to take all necessary
steps to eliminate the classification of the Board and to require that all directors be elected on an annual basis instead of once
every three years.

On December 18, 2014, SCM also submitted a
letter to the Board outlining some of its concerns with the Issuer’s corporate governance practices. The letter notes that
Mr. DeMarco previously suggested that the Issuer (i) repeal the classification of the Board; (ii) adopt majority voting in director
elections; and (iii) eliminate the supermajority vote requirements in its charter and bylaws. The letter further states that SCM
(i) is submitting the stockholder proposal described above; and (ii) invites its fellow stockholders to submit their own Rule 14a-8
stockholder proposals to the Issuer prior to the deadline of January 1, 2015. A copy of the letter is attached as Exhibit C and
incorporated herein by reference.

On January 21, 2015, Mr. DeMarco submitted
a letter to the Chairman of the Board outlining his concerns with the Board’s decision on January 19, 2015, to (i) create
a special committee that has the full authority to take “all actions” and make all decisions that the “full Board
would be empowered to take or make”; and (ii) exclude Mr. DeMarco, and Mr. DeMarco alone, from this “Super Committee”.
The letter asserts that the formation of such a committee is premised upon an alleged conflict of interest between SCM and other
non-management stockholders that is non-existent. It further states that the Board ignored the potential conflicts of other directors,
and deliberately crafted the committee in an overly broad manner to effectively exclude Mr. DeMarco from all Board business. The
letter also notes that the stockholders of the Issuer must soon determine how to best respond to the Board’s actions and
that non-management stockholders have tolerated negative stockholder returns, poor governance and limited accountability at the
Issuer for far too long. A copy of the letter is attached as Exhibit D and incorporated herein by reference.

On February 4, 2015, Mr. DeMarco submitted
a letter to the Chairman of the Board in response to a letter from the Chairman to Mr. DeMarco dated January 30, 2015. Mr. DeMarco’s
letter reiterates that there is no conflict between SCM and other non-management stockholders, and examines the potential conflicts
of the other current members of the Board. Further, the letter corrects certain misstatements made by the Chairman regarding SCM’s
history of governance concerns with the Issuer and motivations for seeking governance improvements. In addition, the letter asserts
that the Chairman continues to be deliberately vague about the scope and purpose of the “Super Committee” formed on
January 19, 2015. Finally, the letter refutes the insinuation that Mr. DeMarco has improperly shared confidential Board matters.
A copy of the letter is attached as Exhibit E and incorporated herein by reference.

On March 17, 2015, SCP submitted a letter
to the Issuer (the “Nomination Letter”) nominating Dominic P. DeMarco, Nicholas Donatiello, Jr. and Michael J. McConnell
(collectively, the “Nominees”) for election to the Board at the Issuer’s 2015 Annual Meeting of Stockholders.
In its Nomination Letter, SCP also reserved the right to further nominate, substitute or add additional persons in the event that
(a) the Issuer purports to increase the number of directorships; (b) the Issuer makes or announces any changes to its bylaws or
takes or announces any other action that purports to have, or if consummated would purport to have, the effect of disqualifying
any of the Nominees; or (c) any of the Nominees is unable or hereafter becomes unwilling for any reason to serve as a director.

On March 17, 2015, SCM issued a press release
regarding the submission of the Nomination Letter and containing the text of a letter submitted to the Chairman of the Board. Among
other things, the letter highlights the Issuer’s underperformance over the last one, five and ten years relative to its peer
group, the S&P 600 Retailing Index and the Russell 2000. In addition, the letter notes the Issuer’s poor governance practices
and the need for a fresh perspective on the Board. The press release is attached as Exhibit F and incorporated herein by reference.

On April 30, 2015, (i) the Issuer, (ii) SCM,
SCMGP, SCP and SQP (collectively, “Stadium”), (iii) Mr. DeMarco and (iv) Nicholas Donatiello, Jr. entered into a Settlement
Agreement (the “Settlement Agreement”). Under the terms of the Settlement Agreement, in addition to David R. Jessick,
the Issuer agreed to nominate Mr. DeMarco for re-election and Mr. Donatiello for election to the Board at the 2015 Annual Meeting
as Class A Directors.

The Issuer also agreed to expand the Board
from seven to eight members and appoint Robert C. Galvin to the Board as a Class A Director as soon as practicable after the 2015
Annual Meeting. If Mr. Galvin is not available to serve as a director, then the Issuer and Stadium will agree upon one candidate
from a pool of candidates identified by an executive search firm.

The Issuer also agreed to recommend that the
stockholders of the Issuer vote at the 2015 Annual Meeting in favor of (i) the Issuer’s precatory proposal (the “Majority
Voting Proposal”) regarding the implementation of a majority voting standard in uncontested elections of directors (a “Majority
Voting Standard”); (ii) the Issuer’s precatory proposal (the “Supermajority Voting Proposal”) regarding
the elimination of certain provisions in the Issuer’s charter and bylaws that require the affirmative vote of at least 80%
of the voting power of all of the Issuer’s then-outstanding shares of common stock (the “Supermajority Voting Provisions”);
and (iii) SCM’s stockholder proposal relating to the elimination of the classified structure of the Board (the “Declassified
Board Proposal”).

If the Majority Voting Proposal receives a
majority of the votes cast at the 2015 Annual Meeting with respect to such proposal, then, within 30 days after the 2015 Annual
Meeting, the Board will take all actions necessary to amend the Issuer’s bylaws to implement a Majority Voting Standard.

If the Supermajority Voting Proposal receives
a majority of the votes cast at the 2015 Annual Meeting with respect to such proposal, then, at the Issuer’s 2016 Annual
Meeting of Stockholders (the “2016 Annual Meeting”), the Board will present to the stockholders of the Issuer, and
will recommend that the stockholders of the Issuer vote in favor of, amendments to the Issuer’s charter and bylaws to eliminate
any Supermajority Voting Provision in the charter and bylaws.

If the Declassified Board Proposal receives
a majority of the votes cast at the 2015 Annual Meeting with respect to such proposal, then, at the 2016 Annual Meeting, the Board
will present to the stockholders of the Issuer, and will recommend that the stockholders of the Issuer vote in favor of, an amendment
to the Issuer’s charter to eliminate the classification of the Board and provide for the annual election of all directors.
If such proposal receives the requisite number of votes to effect such action at the 2016 Annual Meeting, then the directors elected
at the 2016 Annual Meeting will serve a one-year term expiring at the Issuer’s 2017 Annual Meeting of Stockholders (the “2017
Annual Meeting”) and the directors elected or appointed prior to the 2016 Annual Meeting will finish their respective terms.

Under the terms of the Settlement Agreement,
the Issuer also agreed to establish a three-person Value Creation Committee of the Board (the “Value Creation Committee”)
following the 2015 Annual Meeting to review the Issuer’s business, operations, capital allocations and strategy and to make
recommendations to the Board on these issues. The Value Creation Committee will dissolve automatically at the end of the Standstill
Period (defined below) unless extended by the Board.

Stadium is subject to certain standstill restrictions
during the period from the date of the Settlement Agreement until the earlier of (i) 10 days prior to the deadline for submission
of stockholder nominees for the 2016 Annual Meeting; or (ii) 100 days prior to the first anniversary of the 2015 Annual Meeting
(such period, the “Standstill Period”). During the Standstill Period, Stadium is subject to customary standstill and
voting obligations, including, among other things, that Stadium and its affiliates and associates will not acquire beneficial ownership
of 14% or more of the outstanding Stock or participate in a proxy solicitation. Additionally, Stadium agreed not to use or proceed
with the proxy statement it filed in connection with the 2015 Annual Meeting, and to vote all of its shares in favor of the election
of Messrs. DeMarco, Donatiello and Jessick, the Issuer’s “say-on-pay” proposal, the ratification of the Issuer’s
auditors, the Majority Voting Proposal, the Supermajority Voting Proposal and the Declassified Board Proposal. The Issuer also
agreed to reimburse Stadium for its reasonable and documented fees and expenses (including but not limited to legal expenses) in
an amount not to exceed $195,000.

The foregoing summary of the Settlement Agreement
is not complete and is qualified in its entirety by reference to, and should be read in conjunction with, the complete text of
the Settlement Agreement, which is attached as Exhibit G and is incorporated herein by reference.

On May 1, 2015, the Issuer issued a press
release announcing the Settlement Agreement and related matters. A copy of the letter is attached as Exhibit H and incorporated
herein by reference.

On March 4, 2016, (i) the Issuer, (ii) Stadium,
(iii) Mr. DeMarco and (iv) Mr. Donatiello entered into an Amendment to Settlement Agreement (the “Amendment”), which
extended and modified portions of the Settlement Agreement.

Under the terms of the Amendment, the parties
agreed to extend the Standstill Period until the earlier of (i) 10 days prior to the deadline for submission of stockholder nominees
for the 2017 Annual Meeting or (ii) 100 days prior to the first anniversary of the 2016 Annual Meeting.

Stadium also agreed to vote all of its shares
at the 2016 Annual Meeting in favor of (i) the re-election to the Board of any individual who is a director of the Issuer as of
the date of the Amendment, subject, in each case, to the nomination of such director by the Board; (ii) a proposal by the Board
to amend the Issuer’s charter to eliminate the classification of the Board on a phased-in basis and provide for the annual
election of directors beginning in 2016; (iii) a proposal by the Board to amend the Issuer’s charter and bylaws to eliminate
any provisions that require the affirmative vote of at least 80% of all of the Issuer’s then-outstanding shares of common
stock; (iv) the “say-on-pay” vote regarding the compensation paid to the Issuer’s named executive officers; and
(v) the ratification of the appointment of Deloitte & Touche LLP to serve as the Issuer’s independent auditors for fiscal
year 2016.

Under the terms of the Amendment, the parties
also agreed to increase the size of the Value Creation Committee from three members to four, and to add Steven G. Miller as the
fourth member of the Value Creation Committee. The Value Creation Committee will dissolve automatically at the end of the Standstill
Period unless extended by the Board.

The foregoing summary of the Amendment is
not complete and is qualified in its entirety by reference to, and should be read in conjunction with, the complete text of the
Amendment, which is attached as Exhibit I and is incorporated herein by reference.

Except as set forth in this statement, the
Filers do not presently have any additional plans or proposals that relate to or would result in any of the transactions, events
or actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

The beneficial ownership of the Stock by each
Filer at the date hereof is reflected on that Filer’s cover page. The percentage on the cover pages relating to beneficial
ownership of the Stock is based on 22,024,360 shares of Stock outstanding as of July 27, 2016, as reported in the Form 10-Q for
the quarterly period ended July 3, 2016, of the Issuer.

Except as set forth in Schedule A, none of
the Filers has effected any transactions in the Stock in the last 60 days.

Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer

SCM is the investment adviser of its clients
pursuant to investment management agreements or limited partnership agreements providing to SCM the authority, among other things,
to invest the funds of such clients in the Stock, to vote and dispose of the Stock and to file this statement on behalf of such
clients. Pursuant to such limited partnership agreements, the general partner of such clients is entitled to

allocations based on assets under management
and realized and unrealized gains. Pursuant to such investment management agreements, SCM (or SCMGP) is entitled to fees based
on assets under management and realized and unrealized gains.

 

Item 7. Material to be Filed as Exhibits

Exhibit No.		Description
A		Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G.*
B		Stockholder Proposal sent to the Issuer pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended.*
C		Letter to the Board of Directors, dated December 18, 2014.*
D		Letter from Dominic P. DeMarco to the Chairman of the Board of Directors, dated January 21, 2015.*
E		Letter from Dominic P. DeMarco to the Chairman of the Board of Directors, dated February 4, 2015.*
F		Press Release of Stadium Capital Partners, L.P., dated March 17, 2015.*
G		Settlement Agreement, dated April 30, 2015, by and among the persons and entities listed on Schedule A thereto, Big 5 Sporting Goods Corporation, Dominic P. DeMarco and Nicholas Donatiello, Jr.*
H		Press Release, dated May 1, 2015.*
I		Amendment to Settlement Agreement, dated March 4, 2016, by and among the persons and entities listed on Schedule A thereto, Big 5 Sporting Goods Corporation, Dominic P. DeMarco and Nicholas Donatiello, Jr.*

* Previously filed.

SIGNATURES

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.

Date: August 15, 2016

 

	STADIUM CAPITAL MANAGEMENT, LLC
	By:	/s/ Alexander M. Seaver
		Name: Alexander M. Seaver
		Title: Manager
	STADIUM CAPITAL PARTNERS, L.P.
	By:	Stadium Capital Management, GP, L.P.
		General Partner
	By:	Stadium Capital Management, LLC
		General Partner
	By:	/s/ Alexander M. Seaver
		Name: Alexander M. Seaver
		Title: Manager
	STADIUM CAPITAL MANAGEMENT GP, L.P.
	By:	Stadium Capital Management, LLC
		General Partner
	By:	/s/ Alexander M. Seaver
		Name: Alexander M. Seaver
		Title: Manager

	STADIUM CAPITAL QUALIFIED PARTNERS, L.P.
	By:	Stadium Capital Management, GP, L.P.
		General Partner
	By:	Stadium Capital Management, LLC
		General Partner
	By:	/s/ Alexander M. Seaver
		Name: Alexander M. Seaver
		Title: Manager
	/s/ Bradley R. Kent
	Bradley R. Kent
	/s/ Alexander M. Seaver
	Alexander M. Seaver

 

SCHEDULE A

 

TRANSACTIONS BY THE
FILERS IN THE PAST 60 DAYS

Filer		Transaction Date		Purchase or Sale		Quantity		Price per Share (excluding commissions)				How Effected
SCP		08/04/2016		Sale		38,054		$	12.40			Open market
SQP		08/04/2016		Sale		3,726		$	12.40			Open market
SCP		08/05/2016		Sale		33,972		$	12.80			Open market
SQP		08/05/2016		Sale		3,324		$	12.80			Open market
SCP		08/08/2016		Sale		24,699		$	12.86			Open market
SQP		08/08/2016		Sale		2,419		$	12.86			Open market
SCP		08/09/2016		Sale		20,386		$	12.67			Open market
SQP		08/09/2016		Sale		1,997		$	12.67			Open market
SCP		08/10/2016		Sale		35,076		$	12.96			Open market
SQP		08/10/2016		Sale		3,436		$	12.96			Open market
SCP		08/11/2016		Sale		25,335		$	13.02			Open market
SQP		08/11/2016		Sale		2,482		$	13.02			Open market
SCP		08/12/2016		Sale		18,591		$	13.05			Open market
SQP		08/12/2016		Sale		1,821		$	13.05			Open market

 

EXHIBIT INDEX

Exhibit No.		Description
A		Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G.*
B		Stockholder Proposal sent to the Issuer pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended.*
C		Letter to the Board of Directors, dated December 18, 2014.*
D		Letter from Dominic P. DeMarco to the Chairman of the Board of Directors, dated January 21, 2015.*
E		Letter from Dominic P. DeMarco to the Chairman of the Board of Directors, dated February 4, 2015.*
F		Press Release of Stadium Capital Partners, L.P., dated March 17, 2015.*
G		Settlement Agreement, dated April 30, 2015, by and among the persons and entities listed on Schedule A thereto, Big 5 Sporting Goods Corporation, Dominic P. DeMarco and Nicholas Donatiello, Jr.*
H		Press Release, dated May 1, 2015.*
I		Amendment to Settlement Agreement, dated March 4, 2016, by and among the persons and entities listed on Schedule A thereto, Big 5 Sporting Goods Corporation, Dominic P. DeMarco and Nicholas Donatiello, Jr.*

* Previously filed.