FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

BIGLARI, SARDAR
2. Issuer Name and Ticker or Trading Symbol

Biglari Holdings Inc. [ BH ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chairman and CEO
(Last)          (First)          (Middle)

17802 IH 10 WEST, SUITE 400
3. Date of Earliest Transaction (MM/DD/YYYY)

6/8/2022
(Street)

SAN ANTONIO, TX 78257
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A common stock         .1 D  
Class A common stock         25663.1 I (1)By Biglari Capital Corp. 
Class A common stock 6/8/2022  J  83465 D (4)0 I (2)By The Lion Fund II, L.P. 
Class A common stock 6/8/2022  J  83465 A (4)120036.7 I (3)By The Lion Fund, L.P. 
Class B common stock         1 D  
Class B common stock         71855 I (1)By Biglari Capital Corp. 
Class B common stock 6/8/2022  J  890272 D (4)0 I (2)By The Lion Fund II, L.P. 
Class B common stock 6/8/2022  J  890272 A (4)1255998 I (3)By The Lion Fund, L.P. 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) Shares owned directly by Biglari Capital Corp. ("BCC"), including shares of Class A and Class B common stock of the Issuer transferred for no consideration by Sardar Biglari to BCC. Mr. 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.
(2) Shares 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.
(3) Shares owned directly by The Lion Fund, L.P. (the "Lion Fund"). BCC is the general partner of the Lion Fund. 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.
(4) The Lion Fund II transferred 83,465 shares of Class A common stock and 890,272 shares of Class B common stock held by it to the Lion Fund in a transaction exempt from Section 16, pursuant to Rule 16a-13 or otherwise.

Remarks:
This Form 4 is filed jointly by Mr. Biglari, BCC, the Lion Fund and the Lion Fund II. Each of Mr. Biglari, BCC, the Lion Fund and Lion Fund II 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
BIGLARI, SARDAR
17802 IH 10 WEST, SUITE 400
SAN ANTONIO, TX 78257
XXChairman and CEO
BIGLARI CAPITAL CORP.
17802 IH 10 WEST, SUITE 400
SAN ANTONIO, TX 78257

X

LION FUND II, L.P.
17802 IH 10 WEST, SUITE 400
SAN ANTONIO, TX 78257

X

LION FUND, L.P.
17802 IH 10 WEST, SUITE 400
SAN ANTONIO, TX 78257

X


Signatures
By: /s/ Sardar Biglari6/10/2022
**Signature of Reporting PersonDate

By: Biglari Capital Corp.; By: /s/ Sardar Biglari, Chairman and Chief Executive Officer6/10/2022
**Signature of Reporting PersonDate

By: The Lion Fund II, L.P.; By: Biglari Capital Corp., its general partner; By: /s/ Sardar Biglari, Chairman and Chief Executive Officer6/10/2022
**Signature of Reporting PersonDate

By: The Lion Fund, L.P.; By: Biglari Capital Corp., its general partner; By: /s/ Sardar Biglari, Chairman and Chief Executive Officer6/10/2022
**Signature of Reporting PersonDate


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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