SEC Filing | Big 5 Sporting Goods Corporation

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SEC FORM 4 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^*

STADIUM CAPITAL MANAGEMENT LLC

(Last)

(First)

(Middle)

C/O STADIUM CAPITAL MANAGEMENT, LLC

1000 NW WALL STREET, SUITE 210

(Street)

BEND

97701

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BIG 5 SPORTING GOODS Corp [ BGFV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2016

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

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

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/15/2016		S		11,694	D	$13.0869	2,663,799	I	See Footnote⁽¹⁾
Common Stock	08/16/2016		S		10,928	D	$13.0844	2,652,871	I	See Footnote⁽¹⁾
Common Stock	08/17/2016		S		16,094	D	$12.9064	2,636,777	I	See Footnote⁽¹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

STADIUM CAPITAL MANAGEMENT LLC

(Last)

(First)

(Middle)

C/O STADIUM CAPITAL MANAGEMENT, LLC

1000 NW WALL STREET, SUITE 210

(Street)

BEND

97701

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

KENT BRADLEY R

(Last)

(First)

(Middle)

C/O STADIUM CAPITAL MANAGEMENT, LLC

199 ELM STREET

(Street)

NEW CANAAN

06840

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SEAVER ALEXANDER M

(Last)

(First)

(Middle)

C/O STADIUM CAPITAL MANAGEMENT, LLC

199 ELM STREET

(Street)

NEW CANAAN

06840

(City)

(State)

(Zip)

Explanation of Responses:

1. The reporting persons include Stadium Capital Management GP, L.P., ("SCM-GP"). The reporting persons disclaim membership in a group with any other person within the meaning of Rule 13d-5(b)(i) and Rule 16a-1(a)(1) under the Exchange Act. These securities are owned by investment limited partnerships, of which SCM-GP is the general partner. Stadium Capital Management, LLC ("SCM") is the general partner of SCM-GP and the investment adviser to the investment limited partnerships. Mr. Seaver and Mr. Kent are the Managers of SCM. Each reporting person has only a pro rata interest in the securities with respect to which indirect beneficial ownership is reported and disclaims beneficial ownership in such securities except to the extent of such reporting person's pecuniary Interest.

	Stadium Capital Management GP, L.P., General Partner, By: Stadium Capital Management, LLC, General Partner, By: Bradley R. Kent, Manager	08/17/2016
	Bradley R. Kent, Manager	08/17/2016
	Alexander M. Seaver, Manager	08/17/2016
	** 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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