0000921895-24-003000.txt : 20241220 0000921895-24-003000.hdr.sgml : 20241220 20241220170335 ACCESSION NUMBER: 0000921895-24-003000 CONFORMED SUBMISSION TYPE: SCHEDULE 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20241220 DATE AS OF CHANGE: 20241220 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Biglari Holdings Inc. CENTRAL INDEX KEY: 0001726173 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 823784946 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90463 FILM NUMBER: 241568804 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 FORMER COMPANY: FORMER CONFORMED NAME: NBHSA Inc. DATE OF NAME CHANGE: 20171221 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LION FUND, L.P. CENTRAL INDEX KEY: 0001334426 ORGANIZATION NAME: IRS NUMBER: 742980419 STATE OF INCORPORATION: DE 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 0000921895-07-001860 0001334426 XXXXXXXX LIVE 49 Class A Common Stock, No Par Value 12/17/2024 false 0001726173 08986R408 Biglari Holdings Inc.
19100 RIDGEWOOD PKWY, SUITE 1200 SAN ANTONIO TX 78259
Sardar Biglari 210-344-3400 Biglari Capital Corp. 19100 Ridgewood Parkway, Suite 1200 San Antonio TX 78259 0001334430 N BIGLARI, SARDAR AF PF OO N X1 153677.90 0.00 153677.90 0.00 153677.90 N 74.3 IN 0001334426 N LION FUND, L.P. AF WC OO N DE 128014.70 0.00 128014.70 0.00 128014.70 N 61.9 PN 0001334429 N BIGLARI CAPITAL CORP. AF OO N TX 153677.80 0.00 153677.80 0.00 153677.80 N 74.3 OO Class A Common Stock, No Par Value Biglari Holdings Inc. 19100 RIDGEWOOD PKWY, SUITE 1200 SAN ANTONIO TX 78259 Item 3 is hereby amended and supplemented as follows: Subsequent to filing Amendment No. 48 to the Schedule 13D, the Lion Fund acquired an aggregate of 2,314 Shares for an aggregate cost of approximately $2,640,760. The Shares purchased by the Lion Fund were purchased with its working capital in open market purchases. Items 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by the Reporting Persons is based upon 206,864 Shares outstanding, which is the total number of Shares outstanding as of November 5, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2024. 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(b) is hereby amended and restated to read as follows: As of the close of business on December 20, 2024, (i) the Lion Fund owned directly 128,014.7 Shares, constituting approximately 61.9% of the Shares outstanding; (ii) BCC owned directly 25,663.1 Shares, and by virtue of its relationship with the Lion Fund, BCC may be deemed to beneficially own the 128,014.7 Shares owned directly by the Lion Fund, constituting approximately 74.3% of the Shares outstanding; and (iii) Mr. Biglari owned directly 0.1 Share, and by virtue of his relationship with the other Reporting Persons, Mr. Biglari may be deemed to beneficially own, and have the sole power to vote and dispose of, the 128,014.7 Shares owned directly by the Lion Fund and the 25,663.1 Shares owned directly by BCC, constituting approximately 74.3% of the Shares outstanding. 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. 48 to the Schedule 13D. 1 - Transactions in Securities BIGLARI, SARDAR /s/ Sardar Biglari Sardar Biglari 12/20/2024 LION FUND, L.P. /s/ Sardar Biglari Sardar Biglari, Chairman and Chief Executive Officer of BIGLARI CAPITAL CORP., its General Partner 12/20/2024 BIGLARI CAPITAL CORP. /s/ Sardar Biglari Sardar Biglari, Chairman and Chief Executive Officer 12/20/2024 EX-1 2 ex1to13da4908106003bh_121924.htm EXHIBIT 1

Exhibit 1

Transactions in Shares in the Past Sixty Days

Nature of the Transaction

Securities

Purchased/(Sold)

Price Per

Share($)

Date of

Purchase / Sale

 

THE LION FUND, L.P.

 

Purchase of Class A Common Stock1 197 1,049.29 11/18/2024
Purchase of Class A Common Stock2 151 1,045.10 11/19/2024
Purchase of Class A Common Stock 1 1,030.00 11/20/2024
Purchase of Class A Common Stock3 130 1,030.10 11/26/2024
Purchase of Class A Common Stock4 327 1,068.21 11/27/2024
Purchase of Class A Common Stock5 144 1,078.01 12/02/2024
Purchase of Class A Common Stock6 274 1,108.95 12/03/2024
Purchase of Class A Common Stock7 277 1,174.06 12/12/2024
Purchase of Class A Common Stock 17 1,160.00 12/13/2024
Purchase of Class A Common Stock8 114 1,186.32 12/16/2024
Purchase of Class A Common Stock9 682 1,250.34 12/17/2024

 

1 The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1,025.00 to $1,060.00 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 purchased at each separate price within the range set forth in this footnote.

 

2 The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1,035.00 to $1,050.00 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 purchased at each separate price within the range set forth in this footnote.

 

3 The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1,010.00 to $1,043.00 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 purchased at each separate price within the range set forth in this footnote.

 

4 The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1,045.80 to $1,075.00 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 purchased at each separate price within the range set forth in this footnote.

 

 

 

5 The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1,074.00 to $1,085.00 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 purchased at each separate price within the range set forth in this footnote.

 

6 The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1,088.90 to $1,125.00 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 purchased at each separate price within the range set forth in this footnote.

 

7 The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1,169.80 to $1,175.00 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 purchased at each separate price within the range set forth in this footnote.

 

8 The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1,154.45 to $1,200.00 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 purchased at each separate price within the range set forth in this footnote.

 

9 The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1,220.00 to $1,300.00 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 purchased at each separate price within the range set forth in this footnote.

 

2