SEC Form 4 · accession 0000921895-18-003301
CRACKER BARREL OLD COUNTRY STORE, INC · CBRL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Dec 11, 2018
Accepted (ET)
Dec 13, 2018 · 9:15 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001067294
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01F1,F3,F2 | Dec 11, 2018 | S | 17,000 | $174.88 | D | 4,477,076 | I | By The Lion Fund II, L.P. |
| Common Stock, par value $0.01F1,F4,F2 | Dec 12, 2018 | S | 80,000 | $175.20 | D | 4,397,076 | I | By The Lion Fund II, L.P. |
| Common Stock, par value $0.01F1,F5,F2 | Dec 13, 2018 | S | 32,600 | $174.70 | D | 4,364,476 | I | By The Lion Fund II, L.P. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Call Option (Obligation to Sell)F2 | $210.00 | Dec 11, 2018 | S | 5 | D | Dec 11, 2018 | Jun 21, 2019 | Common Stock | 500 | 5 | I |
| Call Option (Obligation to Sell)F6,F2 | $210.00 | Dec 13, 2018 | S | 300 | D | Dec 13, 2018 | Jun 21, 2019 | Common Stock | 30,000 | 300 | I |
Explanation of responses
- F1This Form 4 is filed jointly by The Lion Fund II, L.P. ("TLF II"), Biglari Capital Corp. ("BCC") and Sardar Biglari. Each of TLF II, BCC and Mr. Biglari is a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of TLF II, BCC and Mr. Biglari disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein.
- F2Securities owned directly by TLF II. BCC is the general partner of TLF 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 securities of the Issuer owned directly by TLF II.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $174.00 to $175.27 per share. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 3 to this Form 4.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $174.00 to $176.08 per share. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 4 to this Form 4.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $174.00 to $175.50 per share. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 5 to this Form 4.
- F6The price reported in Column 8 is a weighted average price. These call options were sold in multiple transactions at prices ranging from $115.00 to $130.00 per call option. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of call options sold at each separate price within the range set forth in this footnote 6 to this Form 4.