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Biglari, Sardar, et al. – ‘4’ for 11/26/19 re: Biglari Holdings Inc.

On:  Wednesday, 11/27/19, at 6:46pm ET   ·   For:  11/26/19   ·   Accession #:  921895-19-2901   ·   File #:  1-38477

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/27/19  Biglari, Sardar                   4                      1:14K  Biglari Holdings Inc.             Olshan Frome Wolosky LLP
          Biglari Capital Corp.
          Lion Fund II, L.P.
          Lion Fund, L.P.

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Ownership Document --                               HTML      3K 
                form407428007_11272019.xml/3.6                                   




        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 

 
SEC Info rendering:  Ownership Document
 
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
  
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*
BIGLARI, SARDAR

(Last)(First)(Middle)
17802 IH 10 WEST, SUITE 400

(Street)
SAN ANTONIOTX78257

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
Biglari Holdings Inc. [ BH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
XOfficer (give title below) Other (specify below)
Chairman and CEO
3. Date of Earliest Transaction (Month/Day/Year)
11/26/19
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
XForm 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)
CodeVAmount(A) or (D)Price
Class A common stock 11/26/19P 717A$584.39 (1)7,699.1D
Class A common stock 16,280.1I (2)By Biglari Capital Corp.
Class A common stock 72,621I (3)By The Lion Fund II, L.P.
Class A common stock 36,571.7I (4)By The Lion Fund, L.P.
Class B common stock 1D
Class B common stock 55,014I (2)By Biglari Capital Corp.
Class B common stock 726,218I (3)By The Lion Fund II, L.P.
Class B common stock 365,726I (4)By The Lion Fund, L.P.
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
BIGLARI, SARDAR

(Last)(First)(Middle)
17802 IH 10 WEST, SUITE 400

(Street)
SAN ANTONIOTX78257

(City)(State)(Zip)
1. Name and Address of Reporting Person*
BIGLARI CAPITAL CORP.

(Last)(First)(Middle)
17802 IH 10 WEST, SUITE 400

(Street)
SAN ANTONIOTX78257

(City)(State)(Zip)
1. Name and Address of Reporting Person*
LION FUND II, L.P.

(Last)(First)(Middle)
17802 IH 10 WEST, SUITE 400

(Street)
SAN ANTONIOTX78257

(City)(State)(Zip)
1. Name and Address of Reporting Person*
LION FUND, L.P.

(Last)(First)(Middle)
17802 IH 10 WEST, SUITE 400

(Street)
SAN ANTONIOTX78257

(City)(State)(Zip)
Explanation of Responses:
(1)  The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $579.80 to $590.00. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commision, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
(2)  Shares owned directly by Biglari Capital Corp. ("BCC"), including shares of Class A and Class B common stock of the Issuer transferred for no consideration by Sardar Biglari to BCC. Mr. Biglari may be deemed a beneficial owner of the shares of Class A and Class B common stock of the Issuer owned directly by BCC.
(3)  Shares owned directly by The Lion Fund II, L.P. (the "Lion Fund II"). BCC is the general partner of the Lion Fund II. Mr. Biglari is the sole member, Chairman and Chief Executive Officer of BCC. By virtue of these relationships, BCC and Mr. Biglari may be deemed to beneficially own the shares of Class A and Class B common stock of the Issuer owned directly by the Lion Fund II.
(4)  Shares owned directly by The Lion Fund, L.P. (the "Lion Fund I"). BCC is the general partner of the Lion Fund I. Mr. Biglari is the sole member, Chairman and Chief Executive Officer of BCC. By virtue of these relationships, BCC and Mr. Biglari may be deemed to beneficially own the shares of Class A and Class B common stock of the Issuer owned directly by the Lion Fund I.
Remarks:
This Form 4 is filed jointly by Mr. Biglari, BCC, the Lion Fund I and the Lion Fund II. Each of Mr. Biglari, BCC, the Lion Fund I and Lion Fund II disclaims beneficial ownership of the shares of Class A and Class B common stock reported herein except to the extent of his or its pecuniary interest therein.
By: /s/ Sardar Biglari 11/27/19
By: Biglari Capital Corp.; By: /s/ Sardar Biglari, Chairman and Chief Executive Officer 11/27/19
By: The Lion Fund II, L.P.; By: Biglari Capital Corp., its general partner; By: /s/ Sardar Biglari, Chairman and Chief Executive Officer 11/27/19
By: The Lion Fund, L.P.; By: Biglari Capital Corp., its general partner; By: /s/ Sardar Biglari, Chairman and Chief Executive Officer 11/27/19
** Signature of Reporting PersonDate
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
____________
Transaction Code:
    P    Open market or private purchase of non-derivative or derivative security.

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