SC 13D/A 1 e619879_sc13da-biglari.htm AMENDMENT NO. 42 TO THE SCHEDULE 13D

 

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. 42)*

 

Biglari Holdings Inc.

(Name of Issuer)

 

Class A Common Stock, No Par Value

(Title of Class of Securities)

 

08986R408

(CUSIP Number)

 

Sardar Biglari

Biglari Capital Corp.

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)

 

August 13, 2020 

(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.

 

_______________

*       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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         136,823.9  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING        

-0-

 
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          136,823.9  
    10   SHARED DISPOSITIVE POWER  
           
         

-0-

 
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

136,823.9

 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

66.1%

 
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         36,571.7  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING        

-0-

 
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          36,571.7  
    10   SHARED DISPOSITIVE POWER  
           
         

-0-

 
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

36,571.7

 
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         74,589  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING        

-0-

 
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          74,589  
    10   SHARED DISPOSITIVE POWER  
           
         

-0-

 
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

74,589

 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

36.1%

 
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         136,823.8  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING        

-0-

 
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          136,823.8  
    10   SHARED DISPOSITIVE POWER  
           
         

-0-

 
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

136,823.8

 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

66.1%

 
  14   TYPE OF REPORTING PERSON  
         
       

OO

 

   

 

 

The following constitutes Amendment No. 42 to the Schedule 13D filed by the undersigned (“Amendment No. 42”). This Amendment No. 42 amends the Schedule 13D as specifically set forth herein.

 

Item 3.Source and Amount of Funds or Other Consideration.

 

Item 3 is hereby amended and supplemented as follows:

 

Subsequent to filing Amendment No. 41 to the Schedule 13D, the Lion Fund II acquired 3,652 shares of Class A Common Stock, no par value (the “Shares”), for an aggregate cost of $1,687,035. The Shares purchased by the Lion Fund II were purchased with its working capital in open market purchases.

 

In addition, Mr. Biglari acquired 1,366 Shares for an aggregate cost of $780,170. The Shares purchased by Mr. Biglari were purchased with his personal funds in open market purchases.

 

Further, Mr. Biglari and the Lion Fund II transferred 7,699 Shares and 1,684 Shares to BCC, respectively, for no consideration.

 

Item 5.Interest in Securities of the Issuer.

 

Items 5(a)-(c) are 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 August 5, 2020, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 10, 2020.

 

As of the close of business on August 17, 2020, (i) the Lion Fund I owned directly 36,571.7 Shares, constituting approximately 17.7% of the Shares outstanding; (ii) the Lion Fund II owned directly 74,589 Shares, constituting approximately 36.1% of the Shares outstanding; (iii) BCC owned directly 25,663.1 Shares, and by virtue of its relationship with each of the Lion Fund I and the Lion Fund II, BCC may be deemed to beneficially own the 36,571.7 Shares owned directly by the Lion Fund I and the 74,589 Shares owned directly by the Lion Fund II, constituting approximately 66.1% of the Shares outstanding; and (iv) Mr. Biglari owned directly 0.1 Shares, 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 36,571.7 Shares owned directly by the Lion Fund I, the 74,589 Shares owned directly by the Lion Fund II and the 25,663.1 Shares owned directly by BCC, constituting approximately 66.1% of the Shares outstanding.

 

Schedule A annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons during the past 60 days. All of such transactions were effected in the open market, unless otherwise noted.

 

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.

 

 

 

SIGNATURE

 

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.

 

 

August 17, 2020

  (Date)
   
  THE LION FUND, L.P.
   
  By: BIGLARI CAPITAL CORP., its General Partner
   
  By:

/s/ Sardar Biglari

    Name: Sardar Biglari
  Title: Chairman and Chief Executive Officer
   
   
  THE LION FUND II, L.P.
   
  By: BIGLARI CAPITAL CORP., its General Partner
   
  By:

/s/ Sardar Biglari

    Name: Sardar Biglari
    Title: Chairman and Chief Executive Officer
   
   
  BIGLARI CAPITAL CORP.
   
  By: 

/s/ Sardar Biglari

    Name:  Sardar Biglari
    Title: Chairman and Chief Executive Officer
   
   
 

/s/ Sardar Biglari

  SARDAR BIGLARI
   
       

 

 

 

SCHEDULE A

 

Transactions in Shares During the Past 60 Days

 

Nature of the Transaction

Securities

Purchased/(Sold)

Price Per

Share($)

Date of

Purchase / Sale 

 

THE LION FUND II, L.P.

 

Purchase of Class A Common Stock 1,426 450.00 08/13/2020
Purchase of Class A Common Stock1 2,225 469.60 08/14/2020
Purchase of Class A Common Stock 1 475.00 08/17/2020

 

1 The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $460.00 to $475.00 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 1.