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)
17802 IH 10 WEST, SUITE 400

(Street)
SAN ANTONIO TX 78257

(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 X 10% Owner
X Officer (give title below) Other (specify below)
Chairman and CEO
3. Date of Earliest Transaction (Month/Day/Year)
09/16/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock, stated value $0.50 per share(1) 09/16/2013 X 2,016(3) A $265 19,234 D
Common Stock, stated value $0.50 per share(1) 09/16/2013 X 41,149(3) A $265 245,264 I(2) By The Lion Fund, L.P.
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Subscription Rights (right to buy)(1) $265 09/16/2013 X 10,073 08/27/2013 09/16/2013 Common Stock, stated value $0.50 per share 2,016 $0 0 D
Subscription Rights (right to buy)(1) $265 09/16/2013 X 205,743 08/27/2013 09/16/2013 Common Stock, stated value $0.50 per share 41,149 $0 0 I(2) By The Lion Fund, L.P.
1. Name and Address of Reporting Person*
BIGLARI, SARDAR

(Last) (First) (Middle)
17802 IH 10 WEST, SUITE 400

(Street)
SAN ANTONIO TX 78257

(City) (State) (Zip)
1. Name and Address of Reporting Person*
LION FUND, L.P.

(Last) (First) (Middle)
17802 IH 10 WEST, SUITE 400

(Street)
SAN ANTONIO TX 78257

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BIGLARI CAPITAL CORP.

(Last) (First) (Middle)
17802 IH 10 WEST, SUITE 400

(Street)
SAN ANTONIO TX 78257

(City) (State) (Zip)
Explanation of Responses:
1. This Form 4 is filed jointly by Sardar Biglari, The Lion Fund, L.P. (the "Lion Fund") and Biglari Capital Corp. ("BCC"). Each of Mr. Biglari, the Lion Fund and BCC is a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding Common Stock. Each of Mr. Biglari, the Lion Fund and BCC disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein.
2. Shares owned directly by the Lion Fund. BCC is the general partner of the Lion Fund. Mr. Biglari is the Chairman and Chief Executive Officer of BCC and has investment discretion over the securities owned by the Lion Fund. By virtue of these relationships, BCC and Mr. Biglari may be deemed to beneficially own the shares of Common Stock of the Issuer owned directly by the Lion Fund.
3. Shares acquired by the Reporting Persons following the exercise of their basic subscription privileges in connection with the Issuer's subscription rights offering (the "Rights Offering"). The Reporting Persons have also exercised their oversubscription privileges in connection with the Rights Offering. The number of shares the Reporting Persons will acquire in connection with their oversubscription privileges has not yet been determined by the Issuer.
/s/ Biglari, Sardar 09/18/2013
By: The Lion Fund L.P., By: Biglari Capital Corp., General Partner, By: /s/ Sardar Biglari, Chairman and Chief Executive Officer 09/18/2013
By: Biglari Capital Corp., By: /s/ Sardar Biglari, Chairman and Chief Executive Officer 09/18/2013
** 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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