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    Amendment: SEC Form SC 13D/A filed by Biglari Holdings Inc.

    11/15/24 8:29:56 PM ET
    $BH
    Restaurants
    Consumer Discretionary
    Get the next $BH alert in real time by email
    SC 13D/A 1 sc13da4808106003_11152024.htm AMENDMENT NO. 48 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. 48)1

    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.

    19100 Ridgewood Parkway, Suite 1200

    San Antonio, Texas 78259

    (210) 344-3400

    (Name, Address and Telephone Number of Person

    Authorized to Receive Notices and Communications)

     

    November 13, 2024

    (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.

     

     

     

    1              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).

     

    CUSIP No. 08986R408

      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         151,363.9  
    OWNED BY   8   SHARED VOTING POWER  
    EACH          
    REPORTING         -0-  
    PERSON WITH   9   SOLE DISPOSITIVE POWER  
             
              151,363.9  
        10   SHARED DISPOSITIVE POWER  
               
              -0-  
      11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            151,363.9  
      12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
           
               
      13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
             
            73.2%  
      14   TYPE OF REPORTING PERSON  
             
            IN  

      

    2

    CUSIP No. 08986R408

      1   NAME OF REPORTING PERSON  
             
            The Lion Fund, L.P. (the “Lion Fund”)  
      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         125,700.7  
    OWNED BY   8   SHARED VOTING POWER  
    EACH          
    REPORTING         -0-  
    PERSON WITH   9   SOLE DISPOSITIVE POWER  
             
              125,700.7  
        10   SHARED DISPOSITIVE POWER  
               
              -0-  
      11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            125,700.7  
      12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
           
               
      13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
             
            60.8%  
      14   TYPE OF REPORTING PERSON  
             
            PN  

      

    3

    CUSIP No. 08986R408

     

      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         151,363.8  
    OWNED BY   8   SHARED VOTING POWER  
    EACH          
    REPORTING         -0-  
    PERSON WITH   9   SOLE DISPOSITIVE POWER  
             
              151,363.8  
        10   SHARED DISPOSITIVE POWER  
               
              -0-  
      11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            151,363.8  
      12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
           
               
      13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
             
            73.2%  
      14   TYPE OF REPORTING PERSON  
             
            OO  

      

    4

    CUSIP No. 08986R408

    The following constitutes Amendment No. 48 to the Schedule 13D filed by the undersigned (“Amendment No. 48”). This Amendment No. 48 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. 47 to the Schedule 13D, the Lion Fund acquired an aggregate of 3,543 Shares for an aggregate cost of approximately $3,552,832. The Shares purchased by the Lion Fund were purchased with its working capital in open market purchases.

    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 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.

    As of the close of business on November 15, 2024, (i) the Lion Fund owned directly 125,700.7 Shares, constituting approximately 60.8% 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 125,700.7 Shares owned directly by the Lion Fund, constituting approximately 73.2% 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 125,700.7 Shares owned directly by the Lion Fund and the 25,663.1 Shares owned directly by BCC, constituting approximately 73.2% of the Shares outstanding.

    Schedule A annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons during the past sixty days.

    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.

    5

    CUSIP No. 08986R408

    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.

     

    November 15, 2024

      (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
       
       
      BIGLARI CAPITAL CORP.
       
      By:

    /s/ Sardar Biglari

        Name: Sardar Biglari
        Title: Chairman and Chief Executive Officer
       
       
     

    /s/ Sardar Biglari

      SARDAR BIGLARI

     

    6

    CUSIP No. 08986R408

    SCHEDULE A

    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 460 897.76 11/12/2024
    Purchase of Class A Common Stock2 1,630 997.72 11/13/2024
    Purchase of Class A Common Stock3 671 1,032.57 11/14/2024
    Purchase of Class A Common Stock4 782 1,049.52 11/15/2024

     

    1 The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $876.75 to $925.00 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 $934.99 to $1,017.00 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 $1,020.00 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.

     

    4 The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1,040.00 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 4.

     

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