Big 5 Sporting Goods Corp (BGFV): Stadium Capital Management Slightly Lowers Stake; Dominic P. DeMarco Resigns from Board

Page 8 of 17 – SEC Filing

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)		$	26,751,287
SCP		Working Capital		$	24,696,706
SQP		Working Capital		$	2,054,581

(1)

Includes funds of SCP investors in the Stock.

Page 8 of 17