Amended Statement of Beneficial Ownership (sc 13d/a)
November 20 2019 - 4:46PM
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. 41)1
Biglari Holdings Inc.
(Name
of Issuer)
Class A Common Stock, No Par Value
(Title of Class of Securities)
08986R408
(CUSIP Number)
Sardar Biglari
Biglari Capital Corp.
17802 IH 10 West, Suite 400
San Antonio, Texas 78257
(210) 344-3400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
November 18, 2019
(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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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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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
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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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131,805.9
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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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131,805.9
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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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131,805.9
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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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63.7%
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14
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TYPE OF REPORTING PERSON
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IN
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1
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NAME OF REPORTING PERSON
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The Lion Fund, L.P. (the “Lion Fund I”)
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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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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
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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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36,571.7
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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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36,571.7
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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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36,571.7
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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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17.7%
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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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The Lion Fund II, L.P. (the “Lion Fund II”)
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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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WC, 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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72,621
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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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72,621
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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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72,621
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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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35.1%
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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. (“BCC”)
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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, 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
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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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125,472.8
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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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125,472.8
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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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125,472.8
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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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60.7%
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14
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TYPE OF REPORTING PERSON
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OO
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The following constitutes
Amendment No. 41 to the Schedule 13D filed by the undersigned (“Amendment No. 41”). This Amendment No. 41 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 supplemented as follows:
Subsequent to filing Amendment
No. 40 to the Schedule 13D, Mr. Biglari acquired 3,232 shares of Class A Common Stock, no par value (the “Shares”),
for an aggregate cost of $1,862,058. The Shares purchased by Mr. Biglari were purchased with personal funds in open market purchases.
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Item 5.
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Interest in Securities of the Issuer.
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Items 5(a)-(c) are hereby amended and restated
to read as follows:
The aggregate percentage
of Shares reported owned by the Reporting Persons is based upon 206,864 Shares outstanding, which is the total number of Shares
outstanding as of October 30, 2019, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and
Exchange Commission on November 1, 2019.
As of the close of business
on November 20, 2019, (i) the Lion Fund I owned directly 36,571.7 Shares, constituting approximately 17.7% of the Shares outstanding;
(ii) the Lion Fund II owned directly 72,621 Shares, constituting approximately 35.1% of the Shares outstanding; (iii) BCC owned
directly 16,280.1 Shares, and by virtue of its relationship with each of the Lion Fund I and the Lion Fund II, BCC may be deemed
to beneficially own the 36,571.7 Shares owned directly by the Lion Fund I and the 72,621 Shares owned directly by the Lion Fund
II, constituting approximately 60.7% of the Shares outstanding; and (iv) Mr. Biglari owned directly 6,333.1 Shares, and by virtue
of his relationship with the other Reporting Persons, Mr. Biglari may be deemed to beneficially own, and have the sole power to
vote and dispose of, the 36,571.7 Shares owned directly by the Lion Fund I, the 72,621 Shares owned directly by the Lion Fund II
and the 16,280.1 Shares owned directly by BCC, constituting approximately 63.7% of the Shares outstanding.
Schedule A annexed hereto
lists all transactions in securities of the Issuer by the Reporting Persons since the filing of Amendment No. 40 to the Schedule
13D. 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.
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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November 20,
2019
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(Date)
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THE LION FUND, 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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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 Shares During
Since the Filing of Amendment No. 40 to the Schedule 13D
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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Sardar
biglari
Purchase of Class A Common Stock1
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2,284
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576.07
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11/18/2018
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Purchase of Class A Common Stock2
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848
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575.35
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11/19/2019
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Purchase of Class A Common Stock3
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100
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584.08
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11/20/2019
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1The
price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $575.00
to $580.00 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 purchased at each separate
price within the range set forth in this footnote 1.
2The
price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $575.00
to $578.00 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 purchased at each separate
price within the range set forth in this footnote 2.
3The
price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $580.00
to $589.82 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 purchased at each separate
price within the range set forth in this footnote 3.
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