0000921895-25-001737.txt : 20250610 0000921895-25-001737.hdr.sgml : 20250610 20250610181938 ACCESSION NUMBER: 0000921895-25-001737 CONFORMED SUBMISSION TYPE: SCHEDULE 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20250610 DATE AS OF CHANGE: 20250610 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CRACKER BARREL OLD COUNTRY STORE, INC CENTRAL INDEX KEY: 0001067294 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] ORGANIZATION NAME: 07 Trade & Services EIN: 620812904 FISCAL YEAR END: 0801 FILING VALUES: FORM TYPE: SCHEDULE 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60679 FILM NUMBER: 251038383 BUSINESS ADDRESS: STREET 1: PO BOX 787 CITY: LEBANON STATE: TN ZIP: 370880787 BUSINESS PHONE: 6154439217 MAIL ADDRESS: STREET 1: PO BOX 787 CITY: LEBANON STATE: TN ZIP: 37087 FORMER COMPANY: FORMER CONFORMED NAME: CBRL GROUP INC DATE OF NAME CHANGE: 19980730 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BIGLARI CAPITAL CORP. CENTRAL INDEX KEY: 0001334429 ORGANIZATION NAME: EIN: 742975855 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A BUSINESS ADDRESS: STREET 1: 19100 RIDGEWOOD PKWY, SUITE 1200 CITY: SAN ANTONIO STATE: TX ZIP: 78259 BUSINESS PHONE: (210) 344-3400 MAIL ADDRESS: STREET 1: 19100 RIDGEWOOD PKWY, SUITE 1200 CITY: SAN ANTONIO STATE: TX ZIP: 78259 SCHEDULE 13D/A 1 primary_doc.xml SCHEDULE 13D/A 0001334429 XXXXXXXX LIVE 59 Common Stock, par value $0.01 per share 06/09/2025 false 0001067294 22410J106 CRACKER BARREL OLD COUNTRY STORE, INC
PO BOX 787 LEBANON TN 370880787
Sardar Biglari 210-344-3400 Biglari Capital Corp. 19100 Ridgewood Pkwy, Suite 1200 San Antonio TX 78259 Michael Neidell, Esq. 212-451-2300 Olshan Frome Wolosky LLP 1325 Avenue of the Americas New York NY 10019 0001580602 N LION FUND II, L.P. AF N DE 973436.00 0.00 973436.00 0.00 973436.00 N 4.4 PN 0001334429 N BIGLARI CAPITAL CORP. AF N TX 973436.00 0.00 973436.00 0.00 973436.00 N 4.4 OO Y First Guard Insurance Company WC N AZ 62300.00 0.00 62300.00 0.00 62300.00 N 0.3 IC Y Southern Pioneer Property and Casualty Insurance Company WC N AR 6841.00 0.00 6841.00 0.00 6841.00 N 0.0 IC 0002035328 N Biglari Reinsurance Ltd. OO N D0 69141.00 0.00 69141.00 0.00 69141.00 N 0.3 CO 0002034968 N Biglari Insurance Group Inc. OO N DE 69141.00 0.00 69141.00 0.00 69141.00 N 0.3 CO 0001726173 N Biglari Holdings Inc. OO N IN 69141.00 0.00 69141.00 0.00 69141.00 N 0.3 CO 0001334430 N BIGLARI, SARDAR AF N X1 1042577.00 0.00 1042577.00 0.00 1042577.00 N 4.7 IN Common Stock, par value $0.01 per share CRACKER BARREL OLD COUNTRY STORE, INC PO BOX 787 LEBANON TN 370880787 Item 3 is hereby amended and restated to read as follows: The aggregate purchase price of the 973,436 Shares owned directly by The Lion Fund II is approximately $49,535,647. The Shares owned directly by The Lion Fund II were acquired with funds of affiliated entities that initially purchased the Shares prior to their contribution to The Lion Fund II. The Lion Fund II effects purchases of securities primarily through margin accounts maintained for it with prime brokers, which may extend margin credit to it as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the prime brokers' credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts. The aggregate purchase price of the 62,300 Shares owned directly by First Guard is approximately $5,065,302. The Shares purchased by First Guard were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 6,841 Shares owned directly by Southern Pioneer is approximately $523,129. The Shares purchased by Southern Pioneer were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by the Reporting Persons is based on 22,266,951 Shares outstanding as of May 29, 2025, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 5, 2025. As of the close of business on June 10, 2025, The Lion Fund II owned directly 973,436 Shares, constituting approximately 4.4% of the Shares outstanding. By virtue of their relationships with The Lion Fund II, each of BCC and Sardar Biglari may be deemed to beneficially own the Shares owned by The Lion Fund II. As of the close of business on June 10, 2025, First Guard owned directly 62,300 Shares, constituting less than 1% of the Shares outstanding. By virtue of their relationships with First Guard, each of Biglari Reinsurance, Biglari Insurance, Biglari Holdings and Sardar Biglari may be deemed to beneficially own the Shares owned directly by First Guard. As of the close of business on June 10, 2025, Southern Pioneer owned directly 6,841 Shares, constituting less than 1% of the Shares outstanding. By virtue of their relationships with Southern Pioneer, each of Biglari Reinsurance, Biglari Insurance, Biglari Holdings and Sardar Biglari may be deemed to beneficially own the Shares owned directly by Southern Pioneer. An aggregate of 1,042,577 Shares, constituting approximately 4.7% of the Shares outstanding, are reported by the Reporting Persons in this statement. The filing of this Schedule 13D shall not be deemed an admission that any of the Reporting Persons is, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any Shares he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that he or it does not directly own. Items 5(c) is hereby amended and restated to read as follows: Exhibit 1 annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons since the filing of Amendment No. 58 to the Schedule 13D. Item 5(e) is hereby amended and restated to read as follows: As of the close of business on June 9, 2025, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares. 1 - Transactions in Securities. LION FUND II, L.P. /s/ Sardar Biglari Sardar Biglari, Chairman and Chief Executive Officer of Biglari Capital Corp., its general partner 06/10/2025 BIGLARI CAPITAL CORP. /s/ Sardar Biglari Sardar Biglari, Chairman and Chief Executive Officer 06/10/2025 First Guard Insurance Company /s/ Sardar Biglari Sardar Biglari, Authorized Signatory 06/10/2025 Southern Pioneer Property and Casualty Insurance Company /s/ Sardar Biglari Sardar Biglari, Authorized Signatory 06/10/2025 Biglari Reinsurance Ltd. /s/ Sardar Biglari Sardar Biglari, Chairman and Chief Executive Officer 06/10/2025 Biglari Insurance Group Inc. /s/ Sardar Biglari Sardar Biglari, Chairman of the Board 06/10/2025 Biglari Holdings Inc. /s/ Sardar Biglari Sardar Biglari, Chairman and Chief Executive Officer 06/10/2025 BIGLARI, SARDAR /s/ Sardar Biglari Sardar Biglari 06/10/2025 EX-1 2 ex1to13da5908106004_061025.htm

Exhibit 1

Transactions in Shares Since the Filing of Amendment No. 58 to the Schedule 13D

Nature of the Transaction

Securities

Purchased/(Sold)

Price Per

Share($)

Date of

Purchase / Sale

 

THE LION FUND II, L.P.

Sale of Common Stock1 (107,423) 60.23 06/09/2025

 

1 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.44 to $61.40 per share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.