Biglari Holdings Inc.

12/16/2024 | Press release | Distributed by Public on 12/16/2024 20:31

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
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)
19100 RIDGEWOOD PKWY, SUITE 1200
3. Date of Earliest Transaction (Month/Day/Year)
12/12/2024
(Street)
SAN ANTONIO, TX 78259
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 12/12/2024 P 277 A $1,174.06(3) 127,201.70 I(2) By The Lion Fund, L.P.
Class B common stock 12/12/2024 P 239 A $234.13(4) 1,319,162 I(2) By The Lion Fund, L.P.
Class A common stock 12/13/2024 P 17 A $1,160 127,218.70 I(2) By The Lion Fund, L.P.
Class B common stock 12/13/2024 P 128 A $234.98(5) 1,319,290 I(2) By The Lion Fund, L.P.
Class A common stock 12/16/2024 P 114 A $1,186.32(6) 127,332.70 I(2) By The Lion Fund, L.P.
Class B common stock 12/16/2024 P 703 A $234.12(7) 1,319,993 I(2) By The Lion Fund, L.P.
Class A common stock 0.10 D
Class A common stock 25,663.10 I(1) By Biglari Capital Corp.
Class B common stock 1 D
Class B common stock 71,855 I(1) By Biglari Capital Corp.
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BIGLARI, SARDAR
19100 RIDGEWOOD PKWY, SUITE 1200
SAN ANTONIO, TX 78259
X X Chairman and CEO
BIGLARI CAPITAL CORP.
19100 RIDGEWOOD PKWY, SUITE 1200
SAN ANTONIO, TX 78259
X
LION FUND, L.P.
19100 RIDGEWOOD PKWY, SUITE 1200
SAN ANTONIO, TX 78259
X

Signatures

By: /s/ Sardar Biglari 12/16/2024
**Signature of Reporting Person Date
By: Biglari Capital Corp.; By: /s/ Sardar Biglari, Chairman and Chief Executive Officer 12/16/2024
**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 12/16/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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, 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.
(3) The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1,169.80 to $1,175.00. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commision, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
(4) The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $233.50 to $235.00. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commision, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
(5) The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $234.01 to $234.99. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commision, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
(6) The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1,154.45 to $1,200.00. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commision, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
(7) The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $231.43 to $236.00. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commision, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

Remarks:
This Form 4 is filed jointly by Mr. Biglari, BCC and the Lion Fund. Each of Mr. Biglari, BCC and the Lion Fund 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.