Page 5 of 26 – SEC Filing In
addition, as investors in the Issuer, the Reporting Persons have had and may continue to have general discussions with representatives
of the Issuer regarding various matters relating to the business and operations of the Issuer, including the Transaction. The
Reporting Persons have also had and may continue to have conversations with other stockholders of the Issuer. In the course of
such conversations with members of management, the board of directors and other stockholders, the Reporting Persons may suggest
actions that could result in, among other things: (a) the acquisition by the Reporting Persons of additional securities of the
Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization
or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries; (d) changes in the present board of directors or management of the Issuer; (e) a material change
in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate
structure; (g) changes in the Issuer’s certificate of incorporation or bylaws or other actions which may impede the acquisition
of control of the Issuer by any person; (h) causing any class of the Issuer’s securities to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934, as amended; or (j) any action similar to those enumerated above.
In
addition, the Reporting Persons also intend to review their investment in the Issuer on a continuing basis. Depending on various
factors, including, without limitation, the Issuer’s financial position and strategic direction, the outcome of the discussions
and actions referenced above, actions taken by the Issuer’s board of directors, changes to the composition of the board of directors,
price levels of the Common Stock and other securities, other investment opportunities available to the Reporting Persons, conditions
in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions
with respect to their investment in the Issuer as they deem appropriate including, without limitation, (i) purchasing additional
securities of the Issuer in open market or privately negotiated transactions; (ii) selling all or part of the securities of the
Issuer owned by such Reporting Person in open market or privately negotiated transactions; and/or (iii) one or more combinations
of the foregoing. Any open market or privately negotiated purchases or sales, acquisition recommendations or proposals or other
transactions may be made at any time without prior notice.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
On
August 1, 2016, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint
filing on behalf of each of them of statements on Schedule 13D with respect to securities of the Issuer, to the extent required
by applicable law. A copy of this agreement is attached hereto as Exhibit A and is incorporated herein by reference.
Other
than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or
between the Reporting Persons and any other person, with respect to the securities of the Issuer.
Item 7. Material to Be Filed as Exhibits
Exhibit A Joint Filing Agreement, dated August 1, 2016. Exhibit B Letter sent by Spitfire Capital LLC to the Special Committee of the Board of Blue Bird Corporation, dated August 1, 2016. Exhibit C Appendix to the Letter – Blue Bird Corporation Valuation Framework, dated August 1, 2016.
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In
addition, as investors in the Issuer, the Reporting Persons have had and may continue to have general discussions with representatives
of the Issuer regarding various matters relating to the business and operations of the Issuer, including the Transaction. The
Reporting Persons have also had and may continue to have conversations with other stockholders of the Issuer. In the course of
such conversations with members of management, the board of directors and other stockholders, the Reporting Persons may suggest
actions that could result in, among other things: (a) the acquisition by the Reporting Persons of additional securities of the
Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization
or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries; (d) changes in the present board of directors or management of the Issuer; (e) a material change
in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate
structure; (g) changes in the Issuer’s certificate of incorporation or bylaws or other actions which may impede the acquisition
of control of the Issuer by any person; (h) causing any class of the Issuer’s securities to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934, as amended; or (j) any action similar to those enumerated above.
In
addition, the Reporting Persons also intend to review their investment in the Issuer on a continuing basis. Depending on various
factors, including, without limitation, the Issuer’s financial position and strategic direction, the outcome of the discussions
and actions referenced above, actions taken by the Issuer’s board of directors, changes to the composition of the board of directors,
price levels of the Common Stock and other securities, other investment opportunities available to the Reporting Persons, conditions
in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions
with respect to their investment in the Issuer as they deem appropriate including, without limitation, (i) purchasing additional
securities of the Issuer in open market or privately negotiated transactions; (ii) selling all or part of the securities of the
Issuer owned by such Reporting Person in open market or privately negotiated transactions; and/or (iii) one or more combinations
of the foregoing. Any open market or privately negotiated purchases or sales, acquisition recommendations or proposals or other
transactions may be made at any time without prior notice.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
On
August 1, 2016, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint
filing on behalf of each of them of statements on Schedule 13D with respect to securities of the Issuer, to the extent required
by applicable law. A copy of this agreement is attached hereto as Exhibit A and is incorporated herein by reference.
Other
than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or
between the Reporting Persons and any other person, with respect to the securities of the Issuer.
Item 7. Material to Be Filed as Exhibits
| Exhibit A | Joint Filing Agreement, dated August 1, 2016. |
| Exhibit B | Letter sent by Spitfire Capital LLC to the Special Committee of the Board of Blue Bird Corporation, dated August 1, 2016. |
| Exhibit C | Appendix to the Letter – Blue Bird Corporation Valuation Framework, dated August 1, 2016. |
