SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BIGLARI, SARDAR

(Last)

(First)

(Middle)

C/O THE LION FUND, L.P.

9311 SAN PEDRO AVENUE, SUITE 1440

(Street)

SAN ANTONIO

78216

(City)

(State)

(Zip)

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	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/28/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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. 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $.50	05/28/2010		P		6,545	A	$307.5345	104,270	I⁽¹⁾	By The Lion Fund, L.P.
Common Stock, par value $.50	06/01/2010		P		10,300	A	$298.6842	114,570	I⁽¹⁾	By The Lion Fund, L.P.
Common Stock, par value $.50								2,386	I⁽²⁾	By Western Acquisitions L.P.
Common Stock, par value $.50								750	I⁽³⁾	By Mustang Capital Partners II, LP
Common Stock, par value $.50								3,625	I⁽⁴⁾	By Mustang Capital Partners I, LP
Common Stock, par value $.50								4,001	D

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Shares owned directly by the Lion Fund, L.P. ("Lion Fund"). Biglari Capital Corp. ("Biglari Capital") is the general partner of the Lion Fund. Biglari Capital is a wholly-owned subsidiary of Biglari Holdings Inc. ("Biglari Holdings"). Sardar Biglari is the Chairman and Chief Executive Officer of each of Biglari Capital and Biglari Holdings and has investment discretion over the securities owned by the Lion Fund. By virtue of these relationships, Sardar Biglari may be deemed to beneficially own the shares held directly by the Lion Fund. Sardar Biglari disclaims beneficial ownership of the shares held directly by the Lion Fund except to the extent of his pecuniary interest therein.

2. Shares owned directly by Western Acquisitions L.P. ("Western Acquisitions"). Western Investments Inc. ("Western Investments") is the general partner of Western Acquisitions. Western Investments is a wholly-owned subsidiary of Western Sizzlin Corp. ("Western Sizzlin"). Western Sizzlin is a wholly-owned subsidiary of Biglari Holdings. Sardar Biglari is the Chairman and Chief Executive Officer of each of Western Investments, Western Sizzlin and Biglari Holdings and has investment discretion over the securities owned by Western Acquisitions. By virtue of these relationships, Sardar Biglari may be deemed to beneficially own the shares held directly by Western Acquisitions. Sardar Biglari disclaims beneficial ownership of the shares held directly by Western Acquisitions except to the extent of his pecuniary interest therein.

3. Shares owned directly by Mustang Capital Partners II, LP ("MCPII"). Western Sizzlin has a controlling interest in the investment manager to and general partner of MCPII. Western Sizzlin is a wholly-owned subsidiary of Biglari Holdings. Sardar Biglari is the Chairman and Chief Executive Officer of each of Western Sizzlin and Biglari Holdings. By virtue of these relationships, Sardar Biglari may be deemed to beneficially own the shares held directly by MCPII. Sardar Biglari disclaims beneficial ownership of the shares held directly by MCPII and does not have a pecuniary interest in such shares.

4. Shares owned directly by Mustang Capital Partners I, LP ("MCPI"). Western Sizzlin has a controlling interest in the investment manager to and general partner of MCPI. Western Sizzlin is a wholly-owned subsidiary of Biglari Holdings. Sardar Biglari is the Chairman and Chief Executive Officer of each of Western Sizzlin and Biglari Holdings. By virtue of these relationships, Sardar Biglari may be deemed to beneficially own the shares held directly by MCPI. Sardar Biglari disclaims beneficial ownership of the shares held directly by MCPI and does not have a pecuniary interest in such shares.

Remarks:

	/s/ Biglari, Sardar	06/01/2010
	** 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).
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