Statement of Changes in Beneficial Ownership (4)
June 10 2022 - 06:08PM
Edgar (US Regulatory)
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
|
OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
|
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
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. 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 Date |
7. 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) |
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount 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
|
Director |
10% Owner |
Officer |
Other |
BIGLARI, SARDAR
17802 IH 10 WEST, SUITE 400
SAN ANTONIO, TX 78257 |
X |
X |
Chairman 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 Biglari |
|
6/10/2022 |
**Signature of Reporting
Person |
Date |
By: Biglari Capital Corp.; By: /s/ Sardar
Biglari, Chairman and Chief Executive Officer |
|
6/10/2022 |
**Signature of Reporting
Person |
Date |
By: The Lion Fund II, L.P.; By: Biglari Capital
Corp., its general partner; By: /s/ Sardar Biglari, Chairman and
Chief Executive Officer |
|
6/10/2022 |
**Signature of Reporting
Person |
Date |
By: The Lion Fund, L.P.; By: Biglari Capital
Corp., its general partner; By: /s/ Sardar Biglari, Chairman and
Chief Executive Officer |
|
6/10/2022 |
**Signature of Reporting
Person |
Date |
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. |
Biglari (NYSE:BH)
Historical Stock Chart
From May 2023 to Jun 2023
Biglari (NYSE:BH)
Historical Stock Chart
From Jun 2022 to Jun 2023