Edgar Filing: BIG 5 SPORTING GOODS Corp

Ownership Submission

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 OF SECURITIES

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

STADIUM CAPITAL MANAGEMENT LLC

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)

(Last)

(First)

(Middle)

199 ELM STREET,

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2016

(Street)

NEW CANAAN, CT 06840-5321

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	11/03/2016		S		113,000	D	$ 17.3662	2,467,295	I ⁽¹⁾	See Footnote
Common Stock	11/04/2016		S		83,170	D	$ 17.6029	2,384,125	I ⁽¹⁾	See Footnote
Common Stock	11/07/2016		S		65,316	D	$ 18.4608	2,318,809	I ⁽¹⁾	See Footnote
Common Stock	11/07/2016		S		10,000	D	$ 18.4	2,308,809	I ⁽¹⁾	See Footnote

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who 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.		SEC 1474 (9-02)

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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
STADIUM CAPITAL MANAGEMENT LLC 199 ELM STREET NEW CANAAN, CT 06840-5321	X	X
KENT BRADLEY R C/O STADIUM CAPITAL MANAGEMENT, LLC 1000 NW WALL STREET, SUITE 210 BEND, OR 97701		X
SEAVER ALEXANDER M C/O STADIUM CAPITAL MANAGEMENT, LLC 199 ELM STREET NEW CANAAN, CT 06840		X

Signatures

Stadium Capital Management GP, L.P., General Partner, By: Stadium Capital Management, LLC, General Partner, By: Bradley R. Kent, Manager		11/07/2016
^**Signature of Reporting Person		Date
Bradley R. Kent		11/07/2016
^**Signature of Reporting Person		Date
Alexander M. Seaver		11/07/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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.

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