SEC Form 4 · accession 0000921895-18-003335

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 14, 2018

Accepted (ET)

Dec 17, 2018 · 7:22 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 stock^F1	Dec 14, 2018	P	197	$715.20	A	1,197	D
Class A common stock^F2	Dec 17, 2018	P	196	$740.85	A	1,393	D
Class A common stock^F3	holding	—	—		—	7,185	I	By Biglari Capital Corp.
Class A common stock^F4	holding	—	—		—	72,621	I	By The Lion Fund II, L.P.
Class A common stock^F5	holding	—	—		—	36,572	I	By The Lion Fund, L.P.
Class B common stock	holding	—	—		—	351	D
Class B common stock^F3	holding	—	—		—	31,018	I	By Biglari Capital Corp.
Class B common stock^F4	holding	—	—		—	726,218	I	By The Lion Fund II, L.P.
Class B common stock^F5	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 $704.90 to $730.00. 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 $735.00 to $741.00. 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.
F3Shares 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.
F4Shares 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.
F5Shares 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 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.