SEC Form 4 · accession 0001209191-18-036561
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 — Chief Executive Officer · Director · 10% Owner
Period of report
Jun 5, 2018
Accepted (ET)
Jun 7, 2018 · 9:57 pm EDT
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,F3,F4 | Jun 5, 2018 | P | 62 | $994.5145 | A | 3,163 | I | See Footnote. |
| Class A common stockF1,F5,F4 | Jun 7, 2018 | P | 19 | $1,005.5221 | A | 3,182 | I | See Footnote. |
| Class A common stockF1,F6 | holding | — | — | — | 72,621 | I | By The Lion Fund II, L.P. | |
| Class A common stockF1 | holding | — | — | — | 0 | D | ||
| Class A common stockF1,F7 | holding | — | — | — | 36,572 | I | By The Lion Fund, L.P. |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Biglari Holdings Inc. implemented a dual class structure on April 30, 2018. The Company's common stock was replaced with Class A common stock and Class B common stock.
- F2These transactions were effected pursuant to a Rule 10b5-1 trading plan.
- F3The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $979.50 to $1,005.79. 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.
- F4Shares owned directly by BCC. Mr. Biglari may be deemed a beneficial owner of the shares of Class A common stock of the Issuer owned directly by BCC.
- F5The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $995.00 to $1,015.00. 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.
- F6Shares owned directly by The Lion Fund II, L.P. (the "Lion Fund II"). Biglari Capital Corp ("BCC") is the general partner of the Lion Fund II. Sardar 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 common stock of the Issuer owned directly by the Lion Fund II.
- F7Shares owned directly by the 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 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 common stock reported herein except to the extent of his or its pecuniary interest therein. On April 30, 2018 Biglari Holdings Inc. merged into a subsidiary of NBHSA Inc. Immediately after the merger, the former Biglari Holdings Inc. changed its name to OBH Inc. and NBHSA Inc., the successor to OBH Inc., changed its name to Biglari Holdings Inc.