Amended Statement of Beneficial Ownership (sc 13d/a)
February 01 2019 - 5:09PM
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. )
†*
CCA INDUSTRIES, INC.
(Name
of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
124867102
(CUSIP Number)
Sardar Biglari
Biglari Holdings Inc.
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)
January 30, 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.
† This Schedule 13D constitutes Amendment No. 7 to the Schedule 13D on
behalf of Biglari Holdings Inc. and Amendment No. 9 to the Schedule 13D on behalf of The Lion Fund, L.P., Biglari Capital Corp.
and Sardar Biglari.
* 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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Biglari Holdings Inc.
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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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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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Indiana
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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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776,259
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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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776,259
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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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776,259
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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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12.0%
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14
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TYPE OF REPORTING PERSON
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CO
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1
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NAME OF REPORTING PERSON
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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) ☐
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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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N/A
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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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-0-
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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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-0-
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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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-0-
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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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0.0%
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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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N/A
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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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-0-
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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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-0-
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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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-0-
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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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0.0%
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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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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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776,259
|
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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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|
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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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776,259
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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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|
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776,259
|
|
|
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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|
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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12.0%
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14
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TYPE OF REPORTING PERSON
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IN
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EXPLANATORY NOTE
Pursuant to Rule 13d-2 promulgated under
the Act, (a) this Schedule 13D/A (this “Amendment No. 9”) amends the Schedule 13D initially filed on February 4, 2011,
as amended by Amendment Nos. 1-8, on behalf of each of The Lion Fund, L.P., a Delaware limited partnership (“The Lion Fund”),
Biglari Capital Corp., a Texas limited liability company (“BCC”), and Sardar Biglari in respect of the common stock,
par value $0.01 per share (the “Shares”), of CCA Industries, Inc., a Delaware corporation (the “Issuer”)
and (b) this Schedule 13D/A (this “Amendment No. 7”) amends the Schedule 13D initially filed on February 4, 2011, as
amended by Amendment Nos. 1-6, on behalf of Biglari Holdings Inc., an Indiana corporation (“BH”), in respect of the
Shares of the Issuer.
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Item 4.
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Purpose of Transaction.
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Item 4 is hereby amended to add the following:
On January 30, 2019, BH, The Lion Fund
and Lance T. Funston amended their Agreement, whereby the parties agreed to extend the Put Period (as defined in the Agreement)
to April 30, 2020 in consideration of Mr. Funston’s payment to BH of $200,000.00 (the “Amendment”). The foregoing
description of the Amendment is qualified in its entirety by reference to the Amendment, which is attached as Exhibit 99.1 hereto
and incorporated herein by reference.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 6 is hereby amended to add the following:
On January 30, 2019, BH, The Lion Fund
and Lance T. Funston entered into the Amendment, as defined and described in Item 4 above and attached as Exhibit 99.1 hereto.
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Item 7.
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Material to be Filed as Exhibits.
|
Item 7 is hereby amended to add the following
exhibit:
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99.1
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Amendment, dated January 30, 2019, by and among Biglari Holdings Inc., The Lion Fund, L.P. and Lance T. Funston.
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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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February 1,
2019
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(Date)
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BIGLARI HOLDINGS INC.
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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, 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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