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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 49)*
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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., 19100 Ridgewood Parkway, Suite 1200 San Antonio, TX, 78259 210-344-3400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/17/2024 (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.
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).
SCHEDULE 13D
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| CUSIP No. | 08986R408 |
| 1 |
Name of reporting person
BIGLARI, SARDAR | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
153,677.90 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
74.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | 08986R408 |
| 1 |
Name of reporting person
LION FUND, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, WC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
128,014.70 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
61.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 08986R408 |
| 1 |
Name of reporting person
BIGLARI CAPITAL CORP. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
153,677.80 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
74.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Common Stock, No Par Value |
| (b) | Name of Issuer:
Biglari Holdings Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
19100 RIDGEWOOD PKWY, SUITE 1200, SAN ANTONIO,
TEXAS
, 78259. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 is hereby amended and supplemented as follows:
Subsequent to filing Amendment No. 48 to the Schedule 13D, the Lion Fund acquired an aggregate of 2,314 Shares for an aggregate cost of approximately $2,640,760. The Shares purchased by the Lion Fund were purchased with its working capital in open market purchases. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Items 5(a) is 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 November 5, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2024.
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. |
| (b) | Items 5(b) is hereby amended and restated to read as follows:
As of the close of business on December 20, 2024, (i) the Lion Fund owned directly 128,014.7 Shares, constituting approximately 61.9% of the Shares outstanding; (ii) BCC owned directly 25,663.1 Shares, and by virtue of its relationship with the Lion Fund, BCC may be deemed to beneficially own the 128,014.7 Shares owned directly by the Lion Fund, constituting approximately 74.3% of the Shares outstanding; and (iii) Mr. Biglari owned directly 0.1 Share, 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 128,014.7 Shares owned directly by the Lion Fund and the 25,663.1 Shares owned directly by BCC, constituting approximately 74.3% of the Shares outstanding. |
| (c) | Items 5(c) is hereby amended and restated to read as follows:
Exhibit 1 annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons since the filing of Amendment No. 48 to the Schedule 13D. |
| Item 7. | Material to be Filed as Exhibits. |
1 - Transactions in Securities |
| 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.
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