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

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. 45)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.

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)

June 11, 2021

(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).

The following constitutes Amendment No. 45 to the Schedule 13D filed by the undersigned (“Amendment No. 45”). This Amendment No. 45 amends the Schedule 13D as specifically set forth herein.

Item 3 is hereby amended and supplemented as follows:

Subsequent to filing Amendment No. 44 to the Schedule 13D, the Lion Fund II acquired 2,297 shares of Class A Common Stock, no par value (the “Shares”), for an aggregate cost of $2,035,298. The Shares purchased by the Lion Fund II were purchased with its working capital in open market purchases.

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 May 4, 2021, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2021.

As of the close of business on June 15, 2021, (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 81,576 Shares, constituting approximately 39.4% 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 81,576 Shares owned directly by the Lion Fund II, constituting approximately 69.5% 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 81,576 Shares owned directly by the Lion Fund II and the 25,663.1 Shares owned directly by BCC, constituting approximately 69.5% of the Shares outstanding.

Schedule A annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons since the filing of Amendment No. 44 to the Schedule 13D. 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.

SCHEDULE A

Transactions in Shares Since the Filing of Amendment No. 44 to the Schedule 13D

THE LION FUND II, L.P.

¹ The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $800.00 to $900.00 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 $900.00 to $916.00 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 $892.50 to $900.00 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 $905.00 to $920.00 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.