Sec Form 13D Filing - BIGLARI CAPITAL CORP. filing for Biglari Holdings Inc. (BH) - 2020-12-21

 

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. 43)*

 

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)

 

December 17, 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							138,941.9
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							-0-
PERSON WITH				9		SOLE DISPOSITIVE POWER
							138,941.9
				10		SHARED DISPOSITIVE POWER
							-0-
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				138,941.9
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				67.2%
	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
					< /td>		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							76,707
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							-0-
PERSON WITH				9		SOLE DISPOSITIVE POWER
							76,707
				10		SHARED DISPOSITIVE POWER
							-0-
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				76,707
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				37.1%
	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							138,941.8
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							-0-
PERSON WITH				9		SOLE DISPOSITIVE POWER
							138,941.8
				10		SHARED DISPOSITIVE POWER
							-0-
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				138,941.8
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				67.2%
	14		TYPE OF REPORTING PERSON
				OO

   

 

The following constitutes Amendment No. 43 to the Schedule 13D filed by the undersigned (“Amendment No. 43”). This Amendment No. 43 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. 42 to the Schedule 13D, the Lion Fund II acquired 2,118 shares of Class A Common Stock, no par value (the “Shares”), for an aggregate cost of $1,242,562. The Shares purchased by the Lion Fund II were purchased with its working capital in open market purchases.

 

Item 4. Purpose of Transaction.

 

Item 4 is hereby amended to add the following:

 

The Reporting Persons believe that the Shares, including the Issuer’s Class B Common Stock (collectively, the “Common Stock”) continue to trade below their intrinsic value, conservatively calculated. The Reporting Persons intend to purchase additional shares of Common Stock based on opportunity cost.

 

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 November 3, 2020, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2020.

 

As of the close of business on December 21, 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 76,707 Shares, constituting approximately 37.1% 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 76,707 Shares owned directly by the Lion Fund II, constituting approximately 67.2% 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 76,707 Shares owned directly by the Lion Fund II and the 25,663.1 Shares owned directly by BCC, constituting approximately 67.2% 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.

 

			December 21, 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	148	540.00	11/16/2020
Purchase of Class A Common Stock1	25	549.54	11/20/2020
Purchase of Class A Common Stock	165	575.00	11/24/2020
Purchase of Class A Common Stock	6	575.00	11/25/2020
Purchase of Class A Common Stock	7	575.00	11/30/2020
Purchase of Class A Common Stock2	455	594.88	12/08/2020
Purchase of Class A Common Stock3	73	589.16	12/09/2020
Purchase of Class A Common Stock4	52	598.32	12/10/2020
Purchase of Class A Common Stock	26	600.00	12/14/2020
Purchase of Class A Common Stock	438	615.00	12/16/2020
Purchase of Class A Common Stock5	469	621.59	12/17/2020

 

¹ The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $538.50 to $550.00 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.

 

² The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $590.00 to $595.00 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.

 

³ The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $575.21 to $590.00 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.

 

⁴ The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $590.00 to $598.94 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.

 

⁵ The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $620.00 to $630.00 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.