EX-4.7



 Exhibit 4.7 

FORM 51-102F3 

MATERIAL CHANGE REPORT 
  

	Item 1	Name and Address of Company 

 Student Transportation Inc. 

160 Saunders Road, Unit 6 
 Barrie, Ontario 

L4N 9A4 
  

	Item 2	Date of Material Change 

 July 27, 2016 

 

	Item 3	News Release 

 Attached as Schedule “A” is a copy of the press release relating to the material
change, which was disseminated on July 27, 2016 through Marketwired and subsequently filed on SEDAR. 
  

	Item 4	Summary of Material Change 

 On July 27, 2016, Student Transportation Inc. (the
“Issuer”) announced that it had entered into an agreement to sell to a syndicate of underwriters led by National Bank Financial Inc. on a bought deal basis C$85.0 million aggregate principal amount of convertible unsecured
subordinated debentures due September 30, 2021 (the “Debentures”). The Debentures will bear interest at a rate of 5.25% per annum payable semi-annually, and will be convertible at the option of the holder into common shares of
the Company at a conversion rate of 106.9519 common shares per C$1,000 principal amount of Debentures, which is equal to a conversion price of C$9.35 per common share. Closing is expected on or about August 16, 2016 and is subject to regulatory
approvals. 
  

	Item 5	Full Description of Material Change 

 For a full description of the material change, please see Schedule
“A” attached hereto. 
  

	Item 6	Reliance on subsection 7.1(2) or (3) of National Instrument 51-102 


Not applicable. 
  

	Item 7	Omitted Information 

 None. 








	Item 8	Executive Officer 

 The following executive officer of the Issuer is knowledgeable about the material
change and this report: 
 Denis J. Gallagher 
 Chief Executive
Officer 
 (732) 280-4200 
  

	Item 9	Date of Report 

 August 3, 2016. 

  
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 Schedule “A” 

FOR IMMEDIATE RELEASE 

Not for distribution to U.S. news wire services or dissemination in the United States. 

STUDENT TRANSPORTATION INC. ANNOUNCES C$85 MILLION BOUGHT DEAL 

OFFERING OF CONVERTIBLE UNSECURED SUBORDINATED DEBENTURES 

Proceeds to be used to redeem higher rate debentures maturing June 30, 2018 

July 27, 2016  
 Barrie (Ontario)
– Student Transportation Inc. (“STI” or the “Company”) (TSX: STB and NASDAQ:STB) is pleased to announce that it has entered into an agreement, on a bought deal basis, to sell C$85,000,000 aggregate principal amount of 5.25%
convertible unsecured subordinated debentures due September 30, 2021 (the “Debentures” or the “Offering”). The transaction is being underwritten by a syndicate led by National Bank Financial Inc. STI intends to use the net
proceeds of the offering to fund the redemption of the Company’s 6.25% US convertible unsecured subordinated debentures (STB:DB.U) maturing on June 30, 2018, and for general corporate purposes. The transaction will have minimal impact on
the Company’s total net debt. 
 The Debentures will be convertible at the holder’s option into common shares of the Company at a conversion price
of C$9.35 per common share. The Debentures will not be redeemable prior to September 30, 2019. On or after September 30, 2019 and prior to September 30, 2020, the Debentures may be redeemed in whole or in part at the option of the
Company on not more than 60 days and not less than 30 days prior notice at a price equal to their principal amount thereof plus accrued and unpaid interest, provided that the volume weighted average trading price of the Common Shares on the TSX for
the 20 consecutive trading days preceding the date on which the notice of redemption is given is not less than 125% of the Conversion Price. On or after September 30, 2020 and prior to Maturity, the Debentures may be redeemed in whole or in
part at the option of the Company on not more than 60 days and not less than 30 days prior notice at a price equal to their principal amount plus accrued and unpaid interest. 

In connection with the Offering, STI will file a preliminary short-form prospectus in all provinces of Canada. Closing of the Offering is expected to be
completed on or about August 16, 2016 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the Toronto Stock Exchange. The securities offered have not been
registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. 







 
ABOUT STUDENT TRANSPORTATION INC. 
 Founded in 1997, Student Transportation Inc. (STI) is North
America’s largest and most trusted provider of school bus transportation solutions, operating more than 13,500 vehicles. STI’s family of local companies delivers safe, reliable and cost-effective transportation, management, logistics and
technology solutions to a wide range of customers throughout the U.S. and Canada. Services are delivered by drivers, dispatchers, maintenance technicians, terminal managers, information technology professionals and others, who are caring members of
their local communities. For more information, please visit www.RideSTBus.com. 
 Company Contact: 

Doug Coupe 
 Director of Communications & Investor
Relations 
 Tel: (843) 884-2720 

dcoupe@ridesSTA.com 
 Notice on Forward Looking Statements:

 Certain statements contained herein constitute “forward-looking statements”, including statements pertaining to closing of the Offering and
the anticipated timing thereof and the anticipated use of proceeds of the Offering. These statements are based on current expectations that involve a number of risks and uncertainties which could cause actual results to differ from those
anticipated. These risks include, but are not limited to, the failure or delay in satisfying any of the conditions to the completion of the Offering. In addition, there may be circumstances that are not known to the Company at this time where the
use of the net proceeds of the Offering for purposes other than those currently intended is advisable or in the best interests of the Company. Additional information on these and other factors that could affect Student Transportations’
operations, financial results or dividend payments are included in Student Transportations’ annual information form and other reports on file with Canadian securities regulatory authorities which can be accessed through the SEDAR website at
www.sedar.com, the SEC’s EDGAR website at www.sec.gov, or through the Company’s website at www.ridestbus.com. STI assumes no obligation to update or revise any forward-looking statement, whether as a result of new information, future
events or any other reason, other than as required by applicable securities laws. In the event STI does update any forward-looking statement, no inference should be made that it will make additional updates with respect to that statement, related
matters, or any other forward-looking statement. 

  
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