sc13da2907428007_02022016.htm
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. 29)1

Biglari Holdings Inc.
(Name of Issuer)

Common Stock, $.50 Stated Value
(Title of Class of Securities)

08986R 10 1
(CUSIP Number)
 
Sardar Biglari
Biglari Capital Corp.
17802 IH 10 West, Suite 400
San Antonio, Texas  78257
(210) 344-3400
 
Steve Wolosky , Esq.
Olshan Frome Wolosky LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

January 29, 2016
(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. 08986R 10 1
 
1
NAME OF REPORTING PERSON
 
Sardar Biglari
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,037,840
8
SHARED VOTING POWER
 
7,475
9
SOLE DISPOSITIVE POWER
 
1,037,840
10
SHARED DISPOSITIVE POWER
 
7,475
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,045,315
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 50.6%
14
TYPE OF REPORTING PERSON
 
IN

 
2
 
CUSIP NO. 08986R 10 1
 
1
NAME OF REPORTING PERSON
 
The Lion Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
365,726
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
365,726
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
365,726
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
17.7%
14
TYPE OF REPORTING PERSON
 
PN

 
3
 
CUSIP NO. 08986R 10 1
 
1
NAME OF REPORTING PERSON
 
The Lion Fund II, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
639,458
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
639,458
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
639,458
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 30.9%
14
TYPE OF REPORTING PERSON
 
PN

 
4
 
CUSIP NO. 08986R 10 1
 
1
NAME OF REPORTING PERSON
 
Biglari Capital Corp.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,005,184
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,005,184
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,005,184
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 48.6%
14
TYPE OF REPORTING PERSON
 
OO

 
5
 
CUSIP NO. 08986R 10 1
 
1
NAME OF REPORTING PERSON
 
The Steak n Shake 401(k) Savings Plan
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,059
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,059
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,059
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
EP

 
6
 
CUSIP NO. 08986R 10 1
 
1
NAME OF REPORTING PERSON
 
The Steak n Shake Non-Qualified Savings Plan
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
578
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
578
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
578
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
EP

 
7
 
CUSIP NO. 08986R 10 1
 
1
NAME OF REPORTING PERSON
 
Philip L. Cooley
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
PF, 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
7,475
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
7,475
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
7,475
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
IN

 
8
 
CUSIP NO. 08986R 10 1
 
The following constitutes Amendment No. 29 (“Amendment No. 29”) to the Schedule 13D filed by the undersigned.  This Amendment No. 29 amends the Schedule 13D as specifically set forth.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated to read as follows:
 
The aggregate purchase price of the 31,019 Shares owned directly by Sardar Biglari is approximately $11,411,739.  The Shares owned directly by Sardar Biglari were acquired with his personal funds.
 
The aggregate purchase price of the 365,726 Shares owned directly by the Lion Fund I is approximately $105,933,740.  Of the Shares owned directly by the Lion Fund I, 21,723 Shares were received in the Lion Fund I’s capacity as a stockholder of WSC pursuant to a special dividend by WSC payable to stockholders of WSC on a pro-rata basis, for no consideration, in accordance with the terms of that certain merger agreement, dated October 22, 2009, by and between WSC and the Issuer (the “Special Dividend”), 758 Shares were contributed to the Lion Fund I by Western Acquisitions, and the remaining Shares were acquired with the working capital of the Lion Fund I (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business).
 
The aggregate purchase price of the 639,458 Shares owned directly by the Lion Fund II is $266,978,059. Such Shares were acquired with working capital of the Lion Fund II (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) and cash received from the Issuer through the sale of limited partnership interests in the Lion Fund II.
 
The aggregate purchase price of the 1,059 Shares held under the 401(k) Plan is approximately $399,666.
 
The aggregate purchase price of the 578 Shares held under the Non-Qualified Savings Plan is approximately $238,729.
 
The aggregate purchase price of the 6,661 Shares owned directly by Philip L. Cooley and the 814 Shares owned directly by Philip L. Cooley’s spouse, Sandy Cooley, who shares the same business address as Philip L. Cooley, which he may also be deemed to beneficially own, is approximately $1,525,575.  Of the 7,475 Shares beneficially owned by Philip L. Cooley, 6,151 Shares were acquired with Philip L. Cooley’s personal funds, 814 Shares were acquired with his spouse’s personal funds, 25 Shares were acquired with the working capital of BCC and subsequently gifted to Philip L. Cooley, 330 Shares were received pursuant to the Special Dividend and 155 Shares were awarded to Philip L. Cooley in his capacity as a director of the Issuer pursuant to the Issuer’s 2008 Equity Incentive Plan.­
 
Item 5.
Interest in Securities of the Issuer.
 
Item 5(a-c) is hereby amended and restated to read as follows:
 
(a-c) The aggregate percentage of Shares reported owned by each person named herein is based upon 2,066,691 Shares outstanding, which is the number of Shares outstanding as of November 2, 2015, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 6, 2015.
 
 
9
 
CUSIP NO. 08986R 10 1
 
As of the close of business on February 2, 2016, Sardar Biglari owned directly 31,019 Shares, constituting 1.5% of the Shares outstanding.
 
As of the close of business on February 2, 2016, the Lion Fund I owned directly 365,726 Shares, constituting approximately 17.7% of the Shares outstanding.  By virtue of their relationships with the Lion Fund I discussed in further detail in Item 2, each of BCC and Sardar Biglari may be deemed to beneficially own the Shares owned by the Lion Fund I.
 
As of the close of business on February 2, 2016, the Lion Fund II owned directly 639,458 Shares, constituting approximately 30.9% of the Shares outstanding.  By virtue of their relationships with the Lion Fund II discussed in further detail in Item 2, each of BCC and Sardar Biglari may be deemed to beneficially own the Shares owned by the Lion Fund II.
 
As of the close of business on February 2, 2016, 1,059 Shares were held under the 401(k) Plan, constituting less than 1% of the Shares outstanding.  By virtue of his relationship with the 401(k) Plan discussed in further detail in Item 2, Sardar Biglari may be deemed to beneficially own the Shares held under the 401(k) Plan.
 
As of the close of business on February 2, 2016, 578 Shares were held under the Non-Qualified Savings Plan, constituting less than 1% of the Shares outstanding.  By virtue of his relationship with the Non-Qualified Savings Plan discussed in further detail in Item 2, Sardar Biglari may be deemed to beneficially own the Shares held under the Non-Qualified Savings Plan.
 
As of the close of business on February 2, 2016, Philip L. Cooley beneficially owned 7,475 Shares, constituting less than 1% of the Shares outstanding, consisting of 814 Shares owned directly by Philip L. Cooley’s spouse that Philip L. Cooley may be deemed to beneficially own and 6,661 Shares Philip L. Cooley owns directly.  Sardar Biglari shares with Philip L. Cooley the power to vote and dispose of the Shares beneficially owned by Philip L. Cooley and therefore Sardar Biglari may also be deemed to beneficially own such Shares.
 
An aggregate of 1,045,315 Shares, constituting approximately 50.6% of the Shares outstanding, are reported by the Reporting Persons in this statement.
 
Schedule A annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons since the filing of Amendment No. 28 to the Schedule 13D. All of such transactions were effected in the open market, unless otherwise noted.
 
By virtue of his relationships with the other Reporting Persons discussed in further detail in Item 2, Sardar Biglari may be deemed to have the sole power to vote and dispose of the Shares beneficially owned by the Reporting Persons, other than the Shares held under each of the 401(k) Plan and the Non-Qualified Savings Plan and the Shares beneficially owned by Philip L. Cooley.  Sardar Biglari has sole power to direct the voting of the Shares held under each of the 401(k) Plan and the Non-Qualified Savings Plan.  Sardar Biglari shares with Philip L. Cooley the power to vote and dispose of the Shares beneficially owned by Philip L. Cooley.
 
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 Exchange Act, 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.
 
 
10
 
CUSIP NO. 08986R 10 1
 
SIGNATURES
 
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.
 
Dated:  February 2, 2016
THE LION FUND, L.P.
   
 
By:
Biglari Capital Corp.
General Partner
   
 
By:
/s/ Sardar Biglari
   
Sardar Biglari, Chief Executive Officer


 
THE LION FUND II, L.P.
   
 
By:
Biglari Capital Corp.
General Partner
   
 
By:
/s/ Sardar Biglari
   
Sardar Biglari, Chief Executive Officer


 
BIGLARI CAPITAL CORP.
   
 
By:
/s/ Sardar Biglari
   
Sardar Biglari, Chief Executive Officer


 
THE STEAK N SHAKE 401(K) SAVINGS PLAN
   
 
By:
Steak n Shake Inc.
Plan Sponsor
   
 
By:
/s/ Sardar Biglari
   
Sardar Biglari, Chief Executive Officer


 
THE STEAK N SHAKE NON-QUALIFIED SAVINGS PLAN
   
 
By:
Steak n Shake Inc.
Plan Sponsor
   
 
By:
/s/ Sardar Biglari
   
Sardar Biglari, Chief Executive Officer


 
/s/ Sardar Biglari
 
SARDAR BIGLARI
Individually and as Attorney-In-Fact for Philip L. Cooley


 
11
 
CUSIP NO. 08986R 10 1
 
Schedule A

Transactions in the securities of the Issuer Since the Filing of Amendment No. 28


Class of
Security
Securities
Purchased/(Sold)
Price Per
Share ($)
Date of
Purchase/Sale
       
THE LION FUND II, L.P.
 
Common Stock
934
327.65 (1)
01/04/2016
Common Stock
943
332.88 (2)
01/05/2016
Common Stock
943
333.67 (3)
01/06/2016
Common Stock
943
330.00 (4)
01/07/2016
Common Stock
943
327.11 (5)
01/08/2016
Common Stock
1,075
330.67 (6)
01/11/2016
Common Stock
1,040
336.33 (7)
01/12/2016
Common Stock
1,075
345.60 (8)
01/13/2016
Common Stock
1,069
341.75 (9)
01/14/2016
Common Stock
1,071
338.54 (10)
01/15/2016
Common Stock
1,195
341.60 (11)
01/19/2016
Common Stock
1,195
342.76 (12)
01/20/2016
Common Stock
1,063
349.59 (13)
01/21/2016
Common Stock
1,195
349.27 (14)
01/22/2016
Common Stock
997
354.76 (15)
01/25/2016
Common Stock
1,229
361.33 (16)
01/26/2016
Common Stock
1,190
372.78 (17)
01/27/2016
Common Stock
1,275
374.07 (18)
01/28/2016
Common Stock
1,275
375.40 (19)
01/29/2016
Common Stock
1,604
383.76 (20)
02/01/2016
Common Stock
892
389.74 (21)
02/02/2016


(1)
This price reported is a weighted average price.  These shares were purchased in multiple transactions at prices ranging from $323.35 to $335.25.  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 ranges set forth in footnotes 1 through 21.

(2)
This price reported is a weighted average price.  These shares were purchased in multiple transactions at prices ranging from $326.49 to $336.28.

(3)
This price reported is a weighted average price.  These shares were purchased in multiple transactions at prices ranging from $329.20 to $339.80

(4)
This price reported is a weighted average price.  These shares were purchased in multiple transactions at prices ranging from $326.57 to $332.00.

(5)
This price reported is a weighted average price.  These shares were purchased in multiple transactions at prices ranging from $323.59 to $329.69.

(6)
This price reported is a weighted average price.  These shares were purchased in multiple transactions at prices ranging from $323.60 to $334.58.

(7)
This price reported is a weighted average price.  These shares were purchased in multiple transactions at prices ranging from $333.00 to $340.00.

(8)
This price reported is a weighted average price.  These shares were purchased in multiple transactions at prices ranging from $336.59 to $349.95.
 
 
 
 
CUSIP NO. 08986R 10 1

 
(9)
This price reported is a weighted average price.  These shares were purchased in multiple transactions at prices ranging from $335.98 to $346.88.

(10)
This price reported is a weighted average price.  These shares were purchased in multiple transactions at prices ranging from $332.99 to $344.21.

(11)
This price reported is a weighted average price.  These shares were purchased in multiple transactions at prices ranging from $338.30 to $343.60.

(12)
This price reported is a weighted average price.  These shares were purchased in multiple transactions at prices ranging from $336.00 to $354.40.

(13)
This price reported is a weighted average price.  These shares were purchased in multiple transactions at prices ranging from $346.01 to $351.50.

(14)
This price reported is a weighted average price.  These shares were purchased in multiple transactions at prices ranging from $347.50 to $351.49.

(15)
This price reported is a weighted average price.  These shares were purchased in multiple transactions at prices ranging from $349.93 to $356.00.

(16)
This price reported is a weighted average price.  These shares were purchased in multiple transactions at prices ranging from $352.03 to $365.40.

(17)
This price reported is a weighted average price.  These shares were purchased in multiple transactions at prices ranging from $364.80 to $374.89.

(18)
This price reported is a weighted average price.  These shares were purchased in multiple transactions at prices ranging from $370.99 to $377.99.

(19)
This price reported is a weighted average price.  These shares were purchased in multiple transactions at prices ranging from $373.00 to $376.43.
 
 
(20)
This price reported is a weighted average price.  These shares were purchased in multiple transactions at prices ranging from $373.96 to $394.00.
 
(21)
This price reported is a weighted average price.  These shares were purchased in multiple transactions at prices ranging from $382.51 to $392.20.