SEC Form 4 · accession 0000921895-18-003300
Biglari Holdings Inc. · BH-A
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
BIGLARI CAPITAL CORP.
10% Owner
Sardar Biglari
Officer — Chairman and CEO · Director · 10% Owner
Period of report
Dec 11, 2018
Accepted (ET)
Dec 13, 2018 · 9:09 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001726173
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A common stockF1 | Dec 11, 2018 | P | 124 | $696.05 | A | 124 | D | |
| Class A common stockF2 | Dec 12, 2018 | P | 526 | $709.68 | A | 650 | D | |
| Class A common stockF3 | Dec 13, 2018 | P | 350 | $704.15 | A | 1,000 | D | |
| Class B common stockF7 | Dec 13, 2018 | P | 350 | $125.99 | A | 351 | D | |
| Class A common stockF4 | holding | — | — | — | 7,185 | I | By Biglari Capital Corp. | |
| Class A common stockF5 | holding | — | — | — | 72,621 | I | By The Lion Fund II, L.P. | |
| Class A common stockF6 | holding | — | — | — | 36,572 | I | By The Lion Fund, L.P. | |
| Class B common stockF4 | holding | — | — | — | 31,018 | I | By Biglari Capital Corp. | |
| Class B common stockF5 | holding | — | — | — | 726,218 | I | By The Lion Fund II, L.P. | |
| Class B common stockF6 | holding | — | — | — | 365,726 | I | By The Lion Fund, L.P. |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $695.50 to $696.10. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission ("SEC"), upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
- F2The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $705.00 to $710.00. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
- F3The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $695.00 to $707.00. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
- F4Shares owned directly by Biglari Capital Corp. ("BCC"). Sardar 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.
- F5Shares 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.
- F6Shares 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.
- F7The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $125.50 to $126.77. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
Remarks
This Form 4 is filed jointly by Mr. Biglari and BCC. Each of Mr. Biglari and BCC 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.