Amended Statement of Beneficial Ownership (sc 13d/a)
December 04 2018 - 5:45PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 34)
1
CRACKER BARREL OLD COUNTRY STORE, INC.
(Name
of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
22410J106
(CUSIP Number)
Sardar Biglari
Biglari Capital Corp.
17802 IH 10 West, Suite 400
San Antonio, Texas 78257
(210) 344-3400
with copies to:
Steve Wolosky, Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
November 30, 2018
(Date of Event Which Requires
Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box
¨
.
Note:
Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.
See
§ 240.13d-7 for other parties to whom copies are to be sent.
1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however,
see
the
Notes
).
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1
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NAME OF REPORTING PERSON
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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) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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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
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Delaware
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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4,494,076
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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-0-
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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4,494,076
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10
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SHARED DISPOSITIVE POWER
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-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,494,076
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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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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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18.7%
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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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) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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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
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Texas
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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4,494,076
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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-0-
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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4,494,076
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10
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SHARED DISPOSITIVE POWER
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-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,494,076
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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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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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18.7%
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14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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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) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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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
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USA
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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4,494,076
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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-0-
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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4,494,076
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10
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SHARED DISPOSITIVE POWER
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-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,494,076
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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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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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18.7%
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14
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TYPE OF REPORTING PERSON
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IN
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The following constitutes
Amendment No. 34 to the Schedule 13D filed by the undersigned (“Amendment No. 34”). This Amendment No. 34 amends the
Schedule 13D as specifically set forth herein.
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 4,494,076
Shares owned directly by The Lion Fund II, L.P. is approximately $228,691,937. The Shares owned directly by The Lion Fund II, L.P. were
acquired with funds of affiliated entities that initially purchased the Shares prior to their contribution to The Lion Fund II,
L.P.
The Lion Fund II, L.P. effects purchases
of securities primarily through margin accounts maintained for it with prime brokers, which may extend margin credit to it as and
when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange
rules and the prime brokers’ credit policies. In such instances, the positions held in the margin accounts are pledged as
collateral security for the repayment of debit balances in the accounts.
Item 5.
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Interest in Securities of the Issuer.
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Item 5(a)-(c) is hereby amended and restated
to read as follows:
The aggregate percentage of Shares reported
owned by the Reporting Persons is based upon 24,034,375 Shares outstanding, which is the total number of Shares outstanding as
of November 19, 2018, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission
on November 30, 2018.
As of the close of business on December
4, 2018, The Lion Fund II, L.P. owned directly 4,494,076 Shares, constituting approximately 18.7% of the Shares outstanding. By
virtue of their relationships with The Lion Fund II, L.P., each of BCC and Sardar Biglari may be deemed to beneficially own the
Shares owned by The Lion Fund II, L.P.
By virtue of his relationships with the
other Reporting Persons, Sardar Biglari may be deemed to have the sole power to vote and dispose of the Shares owned directly by
The Lion Fund II, L.P.
Schedule A annexed hereto lists all transactions
in securities of the Issuer by the Reporting Persons during the past 60 days. All of such transactions were effected in the open
market, unless otherwise noted.
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 Securities Exchange Act of 1934, as amended, 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.
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 November 30, 2018, December 3, 2018
and December 4, 2018, The Lion Fund II, L.P. sold over-the-counter market call options with an exercise price of $210.00, expiring
on June 21, 2019. See Schedule A annexed hereto.
SIGNATURE
After reasonable inquiry and to the best of
his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete
and correct.
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December 4,
2018
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(Date)
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THE LION FUND II, L.P.
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By: BIGLARI CAPITAL CORP., its General Partner
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By:
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/s/ Sardar Biglari
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Name:
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Sardar Biglari
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Title:
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Chairman and Chief Executive Officer
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BIGLARI CAPITAL CORP.
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By:
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/s/ Sardar Biglari
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Name:
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Sardar Biglari
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Title:
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Chairman and Chief Executive Officer
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/s/ Sardar Biglari
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SARDAR BIGLARI
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SCHEDULE A
Transactions in the Securities
During the Past Sixty Days
Nature of the Transaction
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Securities
Purchased/(Sold)
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Price Per
Share($)
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Date of
Purchase / Sale
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THE
LION FUND ii, L.P,
Sale of Common Stock
1
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(171,441)
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182.57
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11/29/2018
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Sale of Common Stock
2
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(67,027)
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181.67
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11/30/2018
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Sale of June 2019 Call Options ($210 Strike Price)
3
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(1,500)
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284.23
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11/30/2018
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Sale of Common Stock
4
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(5,250)
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179.69
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12/03/2018
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Sale of June 2019 Call Options ($210 Strike Price)
5
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(760)
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217.96
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12/03/2018
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Sale of June 2019 Call Options ($210 Strike Price)
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(500)
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215.00
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12/04/2018
|
1
The price reported is a weighted
average price. These shares were sold in multiple transactions at prices ranging from $182.00 to $183.18 per share. The Reporting
Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission,
upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote
1.
2
The price reported is a weighted
average price. These shares were sold in multiple transactions at prices ranging from $181.00 to $183.25 per share. The Reporting
Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission,
upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote
2.
3
The price reported is a weighted
average price. These call options were sold in multiple transactions at prices ranging from $270.00 to $310.00 per call option.
The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and
Exchange Commission, upon request, full information regarding the number of call options sold at each separate price within the
range set forth in this footnote 3.
4
The price reported is a weighted
average price. These shares were sold in multiple transactions at prices ranging from $179.60 to $180.13 per share. The Reporting
Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission,
upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote
4.
5
The price reported is a weighted
average price. These call options were sold in multiple transactions at prices ranging from $215.00 to $220.00 per call option.
The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and
Exchange Commission, upon request, full information regarding the number of call options sold at each separate price within the
range set forth in this footnote 5.
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