Lion Fund Form 4 BIGLARI / SARDAR BIGLARI, ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BIGLARI, SARDAR

(Last) (First) (Middle)

17802 IH 10 WEST, SUITE 400

(Street)

SAN ANTONIO TX 78257

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BIGLARI HOLDINGS INC. [ BH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/21/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, stated value $0.50 per share(1)	01/21/2016		P(4)		1,063	A	$349.59(5)	629,801	I(3)	By The Lion Fund II, L.P.
Common Stock, stated value $0.50 per share(1)	01/22/2016		P(4)		1,195	A	$349.27(6)	630,996	I(3)	By The Lion Fund II, L.P.
Common Stock, stated value $0.50 per share(1)	01/25/2016		P(4)		997	A	$354.76(7)	631,993	I(3)	By The Lion Fund II, L.P.
Common Stock, stated value $0.50 per share(1)								31,019	D
Common Stock, stated value $0.50 per share(1)								365,726	I(2)	By The Lion Fund, L.P.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

BIGLARI, SARDAR

(Last) (First) (Middle)

17802 IH 10 WEST, SUITE 400

(Street)

SAN ANTONIO TX 78257

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LION FUND, L.P.

(Last) (First) (Middle)

17802 IH 10 WEST, SUITE 400

(Street)

SAN ANTONIO TX 78257

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BIGLARI CAPITAL CORP.

(Last) (First) (Middle)

17802 IH 10 WEST, SUITE 400

(Street)

SAN ANTONIO TX 78257

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LION FUND II, L.P.

(Last) (First) (Middle)

17802 IH 10 WEST, SUITE 400

(Street)

SAN ANTONIO TX 78257

(City) (State) (Zip)

Explanation of Responses:

1. This Form 4 is filed jointly by Sardar Biglari, The Lion Fund, L.P. (the "Lion Fund I"), The Lion Fund II, L.P. (the "Lion Fund II"), and Biglari Capital Corp ("BCC"). Each of Mr. Biglari, the Lion Fund I, the Lion Fund II and BCC is a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding Common Stock. Each of Mr. Biglari, the Lion Fund I, the Lion Fund II and BCC disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein.

2. Shares owned directly by the Lion Fund I. BCC is the general partner of the Lion Fund I. Mr. Biglari is the Chairman and Chief Executive Officer of BCC and has investment discretion over the securities owned by the Lion Fund I. By virtue of these relationships, BCC and Mr. Biglari may be deemed to beneficially own the shares of Common Stock of the Issuer owned directly by the Lion Fund I.

3. Shares owned directly by the Lion Fund II. BCC is the general partner of the Lion Fund II. Mr. Biglari is the Chairman and Chief Executive Officer of BCC and has investment discretion over the securities owned by the Lion Fund II. By virtue of these relationships, BCC and Mr. Biglari may be deemed to beneficially own the shares of Common Stock of the Issuer owned directly by the Lion Fund II.

4. The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.

5. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $346.01 to $351.50. 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 5, 6 and 7 to this Form 4.

6. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $347.50 to $351.49.

7. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $349.93 to $356.00.

	/s/ Biglari, Sardar	01/25/2016
	By: The Lion Fund L.P., By: Biglari Capital Corp., General Partner, By: /s/ Sardar Biglari, Chairman and Chief Executive Officer	01/25/2016
	By: Biglari Capital Corp., By: /s/ Sardar Biglari, Chairman and Chief Executive Officer	01/25/2016
	By: The Lion Fund II, L.P.; By: Biglari Capital Corp., its general partner; By: /s/ Sardar Biglari, Chairman and Chief Executive Officer	01/25/2016
	** Signature of Reporting Person	Date
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