SEC Form SC 13D/A filed by Cracker Barrel Old Country Store 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. 52)*

CRACKER BARREL OLD COUNTRY STORE, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

22410J106

(CUSIP Number)

Sardar Biglari

Biglari Capital Corp.

17802 IH 10 West, Suite 400

San Antonio, Texas  78257

(210) 344-3400

with copies to:

Steve Wolosky, Esq. 

Olshan Frome Wolosky LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

August 18, 2022

(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)

*       The aggregate percentage of Shares reported owned is based upon 22,788,597 Shares outstanding as of May 31, 2022, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 7, 2022.

*       The aggregate percentage of Shares reported owned is based upon 22,788,597 Shares outstanding as of May 31, 2022, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 7, 2022.

*       The aggregate percentage of Shares reported owned is based upon 22,788,597 Shares outstanding as of May 31, 2022, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 7, 2022.

The following constitutes Amendment No. 52 to the Schedule 13D filed by the undersigned (“Amendment No. 52”). This Amendment No. 52 amends the Schedule 13D as specifically set forth herein.

Item 4 is hereby amended to add the following:

On August 18, 2022, the Reporting Persons delivered a letter to the Issuer nominating Jody L. Bilney and Kevin M. Reddy (each a “Nominee” and collectively, the “Nominees”) for election to the Board at the 2022 annual meeting of shareholders of the Issuer (the “Annual Meeting”).

Jody Bilney has served as a senior executive for a number of public companies, including Humana, Inc. (NYSE: HUM), Bloomin’ Brands, Inc. (NASDAQ: BLMN), Charles Schwab Corporation (NYSE: SCHW) and Verizon Communications, Inc. (NYSE: VZ). At Humana, she served as the Chief Consumer Officer from 2013 until her retirement in March 2020. Prior to Humana, from 2008 to 2013, Ms. Bilney served as Executive Vice President and Chief Brand Officer for Bloomin’ Brands. Prior to Bloomin’ Brands, she held senior executive positions at Charles Schwab and Verizon. Ms. Bilney is currently a member of the Boards of Directors of Chuy’s Holdings, Inc. (NASDAQ: CHUY), Masonite International Corporation (NYSE: DOOR), and Alignment Healthcare, Inc. (NASDAQ: ALHC).

Kevin Reddy has served in a variety of operational and executive roles. He began his career with McDonald’s Corp. (NYSE: MCD) in 1983. Following McDonald’s investment in Chipotle Mexican Grill, Inc. (NYSE: CMG) in 1998, Mr. Reddy served as Restaurant Support Officer, Chief Operations Officer, and eventually Chief Operating Officer for Chipotle. In 2005, Mr. Reddy joined Noodles & Co. (NASDAQ: NDLS) as President and Chief Operating Officer. In 2006, he was named Chief Executive Officer, becoming a member of its board of directors and then Chairman in 2008. Since August 2016, he has served as Chairman or a director of a number of restaurant companies, including Qdoba Mexican Grill, Whataburger and Lou Malnati’s Pizzeria.

Item 6 is hereby amended to add the following:

On August, 18, 2022, the Reporting Persons and the Nominees entered into a Joint Filing and Solicitation Agreement in which, among other things, (a) the Reporting Persons and the Nominees agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer, as applicable, (b) the Reporting Persons and the Nominees agreed to solicit proxies or written consents for the election of the Nominees at the Annual Meeting (the “Solicitation”), and (c) the Reporting Persons agreed to bear all expenses incurred in connection with the Solicitation, including approved expenses incurred by any of the parties in connection with the Solicitation, subject to certain limitations. The Joint Filing and Solicitation Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7 is hereby amended to add the following exhibit:

99.1 Joint Filing and Solicitation Agreement, dated August 18, 2022.

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.

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