CUSIP NO. 08986R 10 1
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1
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NAME OF REPORTING PERSON
Sardar Biglari
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
PF, AF, OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
1,038,691
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8
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SHARED VOTING POWER
7,475
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9
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SOLE DISPOSITIVE POWER
1,038,691
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10
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SHARED DISPOSITIVE POWER
7,475
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,046,166
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.6%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP NO. 08986R 10 1
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1
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NAME OF REPORTING PERSON
The Lion Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
(b)
o
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3
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SEC USE ONLY
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|
4
|
SOURCE OF FUNDS
WC, AF, OO
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|
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
365,726
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8
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SHARED VOTING POWER
- 0 -
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9
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SOLE DISPOSITIVE POWER
365,726
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10
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SHARED DISPOSITIVE POWER
- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
365,726
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|
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.7%
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14
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TYPE OF REPORTING PERSON
PN
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CUSIP NO. 08986R 10 1
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1
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NAME OF REPORTING PERSON
The Lion Fund II, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
(b)
o
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|
3
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SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC, AF
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|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
640,312
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8
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SHARED VOTING POWER
- 0 -
|
|
9
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SOLE DISPOSITIVE POWER
640,312
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10
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SHARED DISPOSITIVE POWER
- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
640,312
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|
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.0%
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14
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TYPE OF REPORTING PERSON
PN
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CUSIP NO. 08986R 10 1
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1
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NAME OF REPORTING PERSON
Biglari Capital Corp.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
(b)
o
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|
3
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SEC USE ONLY
|
|
4
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SOURCE OF FUNDS
AF, OO
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|
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
1,006,038
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8
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SHARED VOTING POWER
- 0 -
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9
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SOLE DISPOSITIVE POWER
1,006,038
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|
10
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SHARED DISPOSITIVE POWER
- 0 -
|
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,006,038
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|
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.7%
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14
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TYPE OF REPORTING PERSON
OO
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CUSIP NO. 08986R 10 1
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1
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NAME OF REPORTING PERSON
The Steak n Shake 401(k) Savings Plan
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
1,102
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|
8
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SHARED VOTING POWER
- 0 -
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9
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SOLE DISPOSITIVE POWER
1,102
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10
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SHARED DISPOSITIVE POWER
- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,102
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
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14
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TYPE OF REPORTING PERSON
EP
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CUSIP NO. 08986R 10 1
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1
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NAME OF REPORTING PERSON
The Steak n Shake Non-Qualified Savings Plan
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
(b)
o
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|
3
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SEC USE ONLY
|
|
4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
532
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8
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SHARED VOTING POWER
- 0 -
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|
9
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SOLE DISPOSITIVE POWER
532
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10
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SHARED DISPOSITIVE POWER
- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
532
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|
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
|
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
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14
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TYPE OF REPORTING PERSON
EP
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CUSIP NO. 08986R 10 1
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1
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NAME OF REPORTING PERSON
Philip L. Cooley
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
(b)
o
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|
3
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SEC USE ONLY
|
|
4
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SOURCE OF FUNDS
PF, OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
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SHARED VOTING POWER
7,475
|
|
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
|
10
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SHARED DISPOSITIVE POWER
7,475
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,475
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP NO. 08986R 10 1
The following constitutes Amendment No. 30 (“Amendment No. 30”) to the Schedule 13D filed by the undersigned. This Amendment No. 30 amends the Schedule 13D as specifically set forth herein.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 is hereby amended and restated to read as follows:
The aggregate purchase price of the 31,019 Shares owned directly by Sardar Biglari is approximately $11,411,739. The Shares owned directly by Sardar Biglari were acquired with his personal funds.
The aggregate purchase price of the 365,726 Shares owned directly by the Lion Fund I is approximately $105,933,740. Of the Shares owned directly by the Lion Fund I, 21,723 Shares were received in the Lion Fund I’s capacity as a stockholder of WSC pursuant to a special dividend by WSC payable to stockholders of WSC on a pro-rata basis, for no consideration, in accordance with the terms of that certain merger agreement, dated October 22, 2009, by and between WSC and the Issuer (the “Special Dividend”), 758 Shares were contributed to the Lion Fund I by Western Acquisitions, and the remaining Shares were acquired with the working capital of the Lion Fund I (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business).
The aggregate purchase price of the 640,312 Shares owned directly by the Lion Fund II is $267,306,158. Such Shares were acquired with working capital of the Lion Fund II (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) and cash received from the Issuer through the sale of limited partnership interests in the Lion Fund II.
The aggregate purchase price of the 1,102 Shares held under the 401(k) Plan is approximately $414,947.
The aggregate purchase price of the 532 Shares held under the Non-Qualified Savings Plan is approximately $220,045.
The aggregate purchase price of the 6,661 Shares owned directly by Philip L. Cooley and the 814 Shares owned directly by Philip L. Cooley’s spouse, Sandy Cooley, who shares the same business address as Philip L. Cooley, which he may also be deemed to beneficially own, is approximately $1,525,575. Of the 7,475 Shares beneficially owned by Philip L. Cooley, 6,151 Shares were acquired with Philip L. Cooley’s personal funds, 814 Shares were acquired with his spouse’s personal funds, 25 Shares were acquired with the working capital of BCC and subsequently gifted to Philip L. Cooley, 330 Shares were received pursuant to the Special Dividend and 155 Shares were awarded to Philip L. Cooley in his capacity as a director of the Issuer pursuant to the Issuer’s 2008 Equity Incentive Plan.
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Item 5.
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Interest in Securities of the Issuer.
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Item 5(a-b) is hereby amended and restated to read as follows:
(a-b) The aggregate percentage of Shares reported owned by each person named herein is based upon 2,066,864 Shares outstanding, which is the number of Shares outstanding as of May 3, 2016, as reported in the Quarterly Report on Form 10-Q for the period ended March 31, 2016 filed by the Issuer with the Securities and Exchange Commission on May 6, 2016.
As of the close of business on May 16, 2016, Sardar Biglari owned directly 31,019 Shares, constituting 1.5% of the Shares outstanding.
As of the close of business on May 16, 2016, the Lion Fund I owned directly 365,726 Shares, constituting approximately 17.7% of the Shares outstanding. By virtue of their relationships with the Lion Fund I discussed in further detail in Item 2, each of BCC and Sardar Biglari may be deemed to beneficially own the Shares owned by the Lion Fund I.
As of the close of business on May 16, 2016, the Lion Fund II owned directly 640,312 Shares, constituting approximately 31.0% of the Shares outstanding. By virtue of their relationships with the Lion Fund II discussed in further detail in Item 2, each of BCC and Sardar Biglari may be deemed to beneficially own the Shares owned by the Lion Fund II.
As of the close of business on May 16, 2016, 1,102 Shares were held under the 401(k) Plan, constituting less than 1% of the Shares outstanding. By virtue of his relationship with the 401(k) Plan discussed in further detail in Item 2, Sardar Biglari may be deemed to beneficially own the Shares held under the 401(k) Plan.
As of the close of business on May 16, 2016, 532 Shares were held under the Non-Qualified Savings Plan, constituting less than 1% of the Shares outstanding. By virtue of his relationship with the Non-Qualified Savings Plan discussed in further detail in Item 2, Sardar Biglari may be deemed to beneficially own the Shares held under the Non-Qualified Savings Plan.
As of the close of business on May 16, 2016, Philip L. Cooley beneficially owned 7,475 Shares, constituting less than 1% of the Shares outstanding, consisting of 814 Shares owned directly by Philip L. Cooley’s spouse that Philip L. Cooley may be deemed to beneficially own and 6,661 Shares Philip L. Cooley owns directly. Sardar Biglari shares with Philip L. Cooley the power to vote and dispose of the Shares beneficially owned by Philip L. Cooley and therefore Sardar Biglari may also be deemed to beneficially own such Shares.
An aggregate of 1,046,166 Shares, constituting approximately 50.6% of the Shares outstanding, are reported by the Reporting Persons in this statement.
By virtue of his relationships with the other Reporting Persons discussed in further detail in Item 2, Sardar Biglari may be deemed to have the sole power to vote and dispose of the Shares beneficially owned by the Reporting Persons, other than the Shares held under each of the 401(k) Plan and the Non-Qualified Savings Plan and the Shares beneficially owned by Philip L. Cooley. Sardar Biglari has sole power to direct the voting of the Shares held under each of the 401(k) Plan and the Non-Qualified Savings Plan. Sardar Biglari shares with Philip L. Cooley the power to vote and dispose of the Shares beneficially owned by Philip L. Cooley.
The filing of this Schedule 13D shall not be deemed an admission that any of the Reporting Persons is, for purposes of Section 13(d) of the Exchange Act, the beneficial owner of any Shares he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that he or it does not directly own.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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Item 6 is hereby amended to add the following:
On May 10, 2016, the Lion Fund II entered into a Rule 10b5-1 Trading Plan (the “Purchase Plan”) pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, with respect to the Shares of the Issuer. Under the Purchase Plan, a broker dealer will make periodic purchases of up to an aggregate of 68,000 Shares on behalf of the Lion Fund II at prevailing market prices, subject to the terms of the Purchase Plan. This description of the Purchase Plan does not purport to be complete and is qualified in its entirety by the text of the Purchase Plan, a copy of which is attached as Exhibit 99.1 hereto and is incorporated herein by reference
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Item 7.
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Material to be Filed as Exhibits.
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Item 7 is hereby amended to add the following exhibit:
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99.1
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Rule 10b5-1 Trading Plan, dated May 10, 2016, between The Lion Fund II, L.P. and J.P. Morgan Securities LLC (incorporated by reference to Exhibit 99.1 to Biglari Holdings Inc.’s Form 8-K filed on May 13, 2016)
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
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Dated: May 16, 2016
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THE LION FUND, L.P.
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By:
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Biglari Capital Corp.
General Partner
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By:
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/s/ Sardar Biglari
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Sardar Biglari, Chief Executive Officer
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THE LION FUND II, L.P.
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By:
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Biglari Capital Corp.
General Partner
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By:
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/s/ Sardar Biglari
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Sardar Biglari, Chief Executive Officer
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BIGLARI CAPITAL CORP.
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By:
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/s/ Sardar Biglari
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Sardar Biglari, Chief Executive Officer
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THE STEAK N SHAKE 401(K) SAVINGS PLAN
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By:
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Steak n Shake Inc.
Plan Sponsor
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By:
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/s/ Sardar Biglari
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Sardar Biglari, Chief Executive Officer
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THE STEAK N SHAKE NON-QUALIFIED SAVINGS PLAN
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By:
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Steak n Shake Inc.
Plan Sponsor
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By:
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/s/ Sardar Biglari
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Sardar Biglari, Chief Executive Officer
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/s/ Sardar Biglari
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SARDAR BIGLARI
Individually and as Attorney-In-Fact for Philip L. Cooley
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