SEC Form 4 · accession 0001209191-18-003043
BIGLARI HOLDINGS INC. · BH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
BIGLARI CAPITAL CORP.
10% Owner
Sardar Biglari
Director · 10% Owner
LION FUND II, L.P.
10% Owner
Period of report
Jan 5, 2018
Accepted (ET)
Jan 9, 2018 · 7:58 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000093859
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, stated value $0.50 per shareF2,F3 | Jan 5, 2018 | P | 1,979 | $417.6062 | A | 686,151 | I | By The Lion Fund II, L.P. |
| Common Stock, stated value $0.50 per shareF4,F3 | Jan 8, 2018 | P | 1,557 | $417.0231 | A | 687,708 | I | By The Lion Fund II, L.P. |
| Common Stock, stated value $0.50 per shareF5,F3 | Jan 9, 2018 | P | 1,559 | $418.9405 | A | 689,267 | I | By The Lion Fund II, L.P. |
| Common Stock, stated value $0.50 per share | holding | — | — | — | 1 | D | ||
| Common Stock, stated value $0.50 per shareF6 | holding | — | — | — | 31,018 | I | See Footnote. | |
| Common Stock, stated value $0.50 per shareF7 | holding | — | — | — | 365,726 | I | By The Lion Fund, L.P. |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1These transactions were effected pursuant to a Rule 10b5-1 trading plan.
- F2The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $413.99 to $420.00. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the U.S. 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.
- F3Shares 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 Common Stock of the Issuer owned directly by the Lion Fund II.
- F4The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $413.12 to $420.00. 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.
- F5The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $415.98 to $420.00. 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 BCC. Mr. Biglari may be deemed a beneficial owner of the shares of Common Stock of the Issuer owned directly by BCC.
- 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 Common Stock of the Issuer owned directly by the Lion Fund I.
Remarks
This Form 4 is filed jointly by Mr. Biglari, the Lion Fund II and BCC. Each of Mr. Biglari, the Lion Fund II and BCC disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein.