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

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE
13D/A

Under the Securities Exchange
Act of 1934

(Amendment No. 13)*

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.

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:

Item 3. Source and Amount of Funds or Other Consideration

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

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.

On September 9, 2016, Stadium issued a press release announcing
Mr. DeMarco’s resignation from the Board, effective immediately, after nearly five years of service. In the opinion
of Mr. DeMarco and Stadium, there has been a significant improvement in the composition, governance and structure of the Board
as a result of the Settlement Agreement. Additionally, it is the opinion of Mr. DeMarco and Stadium that the efforts of the Value
Creation Committee, which was formed as a result of the Settlement Agreement to review the Issuer’s business, operations,
capital allocations and strategy and to make recommendations to the Board on these issues, are largely complete, with the Board
having approved a slate of recommendations at its latest meeting. Thus, Stadium and Mr. DeMarco concluded that it was an appropriate
juncture for Mr. DeMarco to eliminate the substantial time commitment of serving on the Board. Under the terms of the Settlement
Agreement, Stadium has the right to name a director to replace Mr. DeMarco, and intends to name an exceptionally
qualified, independent individual who will help the Issuer make continued progress in strategic planning, capital allocation
and corporate governance. The press release issued by Stadium is attached as Exhibit J and 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

* 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: September 9, 2016

SCHEDULE A

TRANSACTIONS BY THE FILERS
IN THE PAST 60 DAYS

EXHIBIT INDEX

* Previously filed.