Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
JACK IN THE BOX INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
466367109
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | 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 the disclosures provided in a prior cover page. |
The information required in 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. 466367109 | Schedule 13G | Page 1 of 13 |
| 1 |
Names of Reporting Persons
Biglari Holdings Inc. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Indiana | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
63,417 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
63,417 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
63,417 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
0.3% | |||||
| 12 | Type of Reporting Person
CO | |||||
| CUSIP No. 466367109 | Schedule 13G | Page 2 of 13 |
| 1 |
Names of Reporting Persons
The Lion Fund, L.P. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
542,700 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
542,700 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
542,700 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
2.7% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 466367109 | Schedule 13G | Page 3 of 13 |
| 1 |
Names of Reporting Persons
The Lion Fund II, L.P. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
531,183 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
531,183 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
531,183 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
2.7% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 466367109 | Schedule 13G | Page 4 of 13 |
| 1 |
Names of Reporting Persons
Southern Pioneer Property & Casualty Insurance Company | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Arkansas | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
48,717 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
48,717 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
48,717 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
0.2% | |||||
| 12 | Type of Reporting Person
IC | |||||
| CUSIP No. 466367109 | Schedule 13G | Page 5 of 13 |
| 1 |
Names of Reporting Persons
First Guard Insurance Company | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Arizona | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
14,700 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
14,700 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
14,700 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
0.1% | |||||
| 12 | Type of Reporting Person
IC | |||||
| CUSIP No. 466367109 | Schedule 13G | Page 6 of 13 |
| 1 |
Names of Reporting Persons
Biglari Capital Corp. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Texas | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
1,073,883 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
1,073,883 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,073,883 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
5.4% | |||||
| 12 | Type of Reporting Person
OO | |||||
| CUSIP No. 466367109 | Schedule 13G | Page 7 of 13 |
| 1 |
Names of Reporting Persons
Sardar Biglari | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
1,137,300 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
1,137,300 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,137,300 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
5.8% | |||||
| 12 | Type of Reporting Person
IN | |||||
| CUSIP No. 466367109 | Schedule 13G | Page 8 of 13 |
| ITEM 1. | (a) Name of Issuer: |
Jack in the Box Inc. (the “Issuer”).
| (b) | Address of Issuer’s Principal Executive Offices: |
9357 Spectrum Center Blvd., San Diego, California 92123
| ITEM 2. | (a) Name of Person Filing: |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
Biglari Holdings Inc. (“Biglari Holdings”)
The Lion Fund, L.P. (“Lion Fund”)
The Lion Fund II, L.P. (“Lion Fund II”)
Southern Pioneer Property & Casualty Insurance Company (“Southern Pioneer”)
First Guard Insurance Company (“First Guard”)
Biglari Capital Corp. (“BCC”)
Sardar Biglari
| (b) | Address or Principal Business Office: |
The principal business address for Southern Pioneer is 2816 Longview Drive, Jonesboro, AR 72401. The principal business address for First Guard is 240 Nokomis Ave S., Venice, FL 34285.
The principal business address for each of the other Reporting Persons is 19100 Ridgewood Parkway, Suite 1200, San Antonio, TX 78259.
| (c) | Citizenship of each Reporting Person is: |
Biglari Holdings is organized under the laws of Indiana.
Lion Fund and Lion Fund II are organized under the laws of Delaware.
Southern Pioneer is organized under the laws of Arkansas.
First Guard is organized under the laws of Arizona.
BCC is organized under the laws of Texas.
Sardar Biglari is a citizen of the United States.
| (d) | Title of Class of Securities: |
Common Stock, $0.01 par value per share (“Common Stock”).
| CUSIP No. 466367109 | Schedule 13G | Page 9 of 13 |
| (e) | CUSIP Number: |
466367109
| ITEM 3. |
|
Not applicable.
| ITEM 4. | Ownership. |
(a-c)
The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of the date hereof, based upon 19,736,783 shares of Common Stock outstanding as of November 16, 2023, as disclosed in the Issuer’s Annual Report on form 10-K as filed with the Securities and Exchange Commission on November 21, 2023.
| Reporting Person | Amount beneficially owned |
Percent of class: |
Sole power to vote or to direct the vote: |
Shared power to vote or to direct the vote: |
Sole of: |
Shared power to dispose or to direct the disposition of: |
||||||||||||||||||
| Biglari Holdings Inc. |
63,417 | 0.3 | % | 0 | 63,417 | 0 | 63,417 | |||||||||||||||||
| The Lion Fund, L.P. |
542,700 | 2.7 | % | 0 | 542,700 | 0 | 542,700 | |||||||||||||||||
| The Lion Fund II, L.P. |
531,183 | 2.7 | % | 0 | 531,183 | 0 | 531,183 | |||||||||||||||||
| Southern Pioneer Property & Casualty Insurance Company |
48,717 | 0.2 | % | 0 | 48,717 | 0 | 48,717 | |||||||||||||||||
| First Guard Insurance Company |
14,700 | 0.1 | % | 0 | 14,700 | 0 | 14,700 | |||||||||||||||||
| Biglari Capital Corp. |
1,073,883 | 5.4 | % | 0 | 1,073,883 | 0 | 1,073,883 | |||||||||||||||||
| Sardar Biglari |
1,137,300 | 5.8 | % | 0 | 1,137,300 | 0 | 1,137,300 | |||||||||||||||||
The share amounts reported herein consist of (i) 542,700 shares of Common Stock held of record by Lion Fund, (ii) 531,183 shares of Common Stock held of record by Lion Fund II, (iii) 48,717 shares of Common Stock held of record by Southern Pioneer and (iv) 14,700 shares of Common Stock held of record by First Guard.
Mr. Biglari is the sole member, Chairman and Chief Executive Officer of BCC, which is the general partner of each of Lion Fund and Lion Fund II. By virtue of these relationships, Mr. Biglari and BCC may be deemed to share beneficial ownership of the securities held by Lion Fund and Lion Fund II.
| CUSIP No. 466367109 | Schedule 13G | Page 10 of 13 |
Mr. Biglari is also the Chairman and Chief Executive Officer of Biglari Holdings and maintains investment and voting control of the securities held by Biglari Holdings. Each of Southern Pioneer and First Guard is a wholly owned subsidiary of Biglari Holdings. By virtue of these relationships, Mr. Biglari and Biglari Holdings may be deemed to share beneficial ownership of the securities held by Southern Pioneer and First Guard.
| ITEM 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| ITEM 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| ITEM 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not applicable.
| ITEM 8. | Identification and Classification of Members of the Group. |
Not applicable.
| ITEM 9. | Notice of Dissolution of Group. |
Not applicable.
| ITEM 10. | Certification. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
| CUSIP No. 466367109 | Schedule 13G | Page 11 of 13 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2024
| Biglari Holdings Inc. | ||
| By: | /s/ Sardar Biglari | |
| Name: | Sardar Biglari | |
| Title: | Chairman and Chief Executive Officer | |
| 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 | |
| Southern Pioneer Property & Casualty Insurance Company | ||
| By: | Biglari Holdings Inc., its parent company | |
| By: | /s/ Sardar Biglari | |
| Name: | Sardar Biglari | |
| Title: | Chairman and Chief Executive Officer | |
| First Guard Insurance Company | ||
| By: | Biglari Holdings Inc., its parent company | |
| By: | /s/ Sardar Biglari | |
| Name: | Sardar Biglari | |
| Title: | Chairman and Chief Executive Officer | |
| CUSIP No. 466367109 | Schedule 13G | Page 12 of 13 |
| Biglari Capital Corp. | ||
| By: | /s/ Sardar Biglari | |
| Name: | Sardar Biglari | |
| Title: | Chairman and Chief Executive Officer | |
| Sardar Biglari | ||
| /s/ Sardar Biglari | ||
| CUSIP No. 466367109 | Schedule 13G | Page 13 of 13 |
LIST OF EXHIBITS
| Exhibit No. |
Description | |
| 99 | Joint Filing Agreement (previously filed). | |