Filing Details

Accession Number:
0001341004-18-000176
Form Type:
13D Filing
Publication Date:
2018-03-12 19:25:06
Filed By:
Biglari Capital Corp.
Company:
Biglari Holdings Inc. (NYSE:BH)
Filing Date:
2018-03-13
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Sardar Biglari 1,132,211 7,475 1,132,211 7,475 1,132,211 54.7%
The Lion Fund 365,726 7,475 365,726 7,475 365,726 17.7%
The Lion Fund II 726,218 726,218 726,218 35.1%
Biglari Capital Corp. ( BCC ) 1,122,962 1,122,962 1,122,962 54.3%
The Steak n Shake 401(k) Savings Plan (the 401(k) Plan ) 1,123 1,123 1,123 Less than 1%
The Steak n Shake Non-Qualified Savings Plan (the Non-Qualified Savings Plan ) 650 650 650 Less than 1%
Philip L. Cooley 7,475 Less than 1%
Filing


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. 35)1
Biglari Holdings Inc.
(Name of Issuer)
Common Stock, $.50 Stated Value
(Title of Class of Securities)
08986R101
(CUSIP Number)
Sardar Biglari
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)
March 7, 2018
(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).


 

1
NAME OF REPORTING PERSON
 
Sardar Biglari
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
PF, AF, OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,132,211
 
8
SHARED VOTING POWER
 
7,475
 
9
SOLE DISPOSITIVE POWER
 
1,132,211
 
10
SHARED DISPOSITIVE POWER
 
7,475
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,132,211
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
54.7%
 
14
TYPE OF REPORTING PERSON
 
IN
 

 
 


1
NAME OF REPORTING PERSON
 
The Lion Fund, L.P. (the “Lion Fund I”)
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC, AF, OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
365,726
 
8
SHARED VOTING POWER
 
- 0 -
 
9
SOLE DISPOSITIVE POWER
 
365,726
 
10
SHARED DISPOSITIVE POWER
 
- 0 -
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
365,726
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
17.7%
 
14
TYPE OF REPORTING PERSON
 
PN
 


 

1
NAME OF REPORTING PERSON
 
The Lion Fund II, L.P. (the “Lion Fund II”)
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)
(b)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC, AF
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
726,218
 
8
SHARED VOTING POWER
 
- 0 -
 
9
SOLE DISPOSITIVE POWER
 
726,218
 
10
SHARED DISPOSITIVE POWER
 
- 0 -
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
726,218
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
35.1%
 
14
TYPE OF REPORTING PERSON
 
PN
 


 


1
NAME OF REPORTING PERSON
 
Biglari Capital Corp. (“BCC”)
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF, OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Texas
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,122,962
 
8
SHARED VOTING POWER
 
- 0 -
 
9
SOLE DISPOSITIVE POWER
 
1,122,962
 
10
SHARED DISPOSITIVE POWER
 
- 0 -
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,122,962
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
54.3%
 
14
TYPE OF REPORTING PERSON
 
OO
 


 


1
NAME OF REPORTING PERSON
 
The Steak n Shake 401(k) Savings Plan (the “401(k) Plan”)
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,123
 
8
SHARED VOTING POWER
 
- 0 -
 
9
SOLE DISPOSITIVE POWER
 
1,123
 
10
SHARED DISPOSITIVE POWER
 
- 0 -
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,123
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
 
14
TYPE OF REPORTING PERSON
 
EP
 

 


1
NAME OF REPORTING PERSON
 
The Steak n Shake Non-Qualified Savings Plan (the “Non-Qualified Savings Plan”)
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)
(b)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
650
 
8
SHARED VOTING POWER
 
- 0 -
 
9
SOLE DISPOSITIVE POWER
 
650
 
10
SHARED DISPOSITIVE POWER
 
- 0 -
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
650
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
 
14
TYPE OF REPORTING PERSON
 
EP
 

 


1
NAME OF REPORTING PERSON
 
Philip L. Cooley
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)
(b)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
PF, OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
 
8
SHARED VOTING POWER
 
7,475
 
9
SOLE DISPOSITIVE POWER
 
- 0 -
 
10
SHARED DISPOSITIVE POWER
 
7,475
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
7,475
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
 
14
TYPE OF REPORTING PERSON
 
IN
 


 

 


The following constitutes Amendment No. 35 (“Amendment No. 35”) to the Schedule 13D filed by the undersigned. This Amendment No. 35 amends the Schedule 13D as specifically set forth herein.
The aggregate percentage of Shares reported owned by each person named herein is based upon 2,068,997 Shares outstanding, which is the number of Shares outstanding as of March 7, 2018.
Item 3.          Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and supplemented as follows:
Subsequent to filing Amendment No. 34 on February 8, 2018, Lion Fund II acquired 20,804 Shares pursuant to the 2017 Purchase Plan defined and described in Amendment No. 33 as amended, for an aggregate cost of $8,502,475. Lion Fund II used its working capital to make such purchases.



SIGNATURES
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.
Dated: March 12, 2018
THE LION FUND, L.P.
   
 
By:
Biglari Capital Corp.
   
General Partner
     
 
By:
/s/ Sardar Biglari
   
Sardar Biglari, Chief Executive Officer
     
   
THE LION FUND II, L.P.
     
 
By:
Biglari Capital Corp.
   
General Partner
     
 
By:
/s/ Sardar Biglari
   
Sardar Biglari, Chief Executive Officer
     
 
BIGLARI CAPITAL CORP.
   
 
By:
/s/ Sardar Biglari
   
Sardar Biglari, Chief Executive Officer
     
 
THE STEAK N SHAKE 401(K) SAVINGS PLAN
   
 
By:
Steak n Shake Inc.
   
Plan Sponsor
     
 
By:
/s/ Sardar Biglari
   
Sardar Biglari, Chief Executive Officer
     
 
THE STEAK N SHAKE NON-QUALIFIED SAVINGS PLAN
   
 
By:
Steak n Shake Inc.
   
Plan Sponsor
     
 
By:
/s/ Sardar Biglari
   
Sardar Biglari, Chief Executive Officer
     
 
/s/ Sardar Biglari
 
SARDAR BIGLARI
 
Individually and as Attorney-In-Fact for Philip L. Cooley


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