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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BIGLARI, SARDAR C/O BIGLARI HOLDINGS INC. 19100 RIDGEWOOD PKWY, SUITE 1200 SAN ANTONIO, TX 78259 |
X | |||
| BIGLARI CAPITAL CORP. C/O BIGLARI HOLDINGS INC. 19100 RIDGEWOOD PKWY, SUITE 1200 SAN ANTONIO, TX 78259 |
X | |||
| LION FUND II, L.P. C/O BIGLARI HOLDINGS INC. 19100 RIDGEWOOD PKWY, SUITE 1200 SAN ANTONIO, TX 78259 |
X | |||
| Biglari Holdings Inc. C/O BIGLARI HOLDINGS INC. 19100 RIDGEWOOD PKWY, SUITE 1200 SAN ANTONIO, TX 78259 |
Explanation of Responses | |||
| Biglari Reinsurance Ltd. C/O BIGLARI HOLDINGS INC. 19100 RIDGEWOOD PKWY, SUITE 1200 SAN ANTONIO, TX 78259 |
Explanation of Responses | |||
| Biglari Insurance Group Inc. C/O BIGLARI HOLDINGS INC. 19100 RIDGEWOOD PKWY, SUITE 1200 SAN ANTONIO, TX 78259 |
Explanation of Responses | |||
| By: /s/ Sardar Biglari | 08/27/2024 | |
| **Signature of Reporting Person | Date | |
| By: Biglari Capital Corp.; By: /s/ Sardar Biglari, Chairman and Chief Executive Officer | 08/27/2024 | |
| **Signature of Reporting Person | Date | |
| By: The Lion Fund II, L.P.; By: Biglari Capital Corp., its general partner; By: /s/ Sardar Biglari, Chairman and Chief Executive Officer | 08/27/2024 | |
| **Signature of Reporting Person | Date | |
| By: Biglari Holdings Inc., By: /s/ Sardar Biglari, Chairman and Chief Executive Officer | 08/27/2024 | |
| **Signature of Reporting Person | Date | |
| By: Biglari Reinsurance Ltd.; By: /s/ Sardar Biglari, Chairman of the Board and Chief Executive Officer | 08/27/2024 | |
| **Signature of Reporting Person | Date | |
| By: Biglari Insurance Group Inc.; By: /s/ Sardar Biglari, Chairman of the Board | 08/27/2024 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Shares owned directly by Biglari Reinsurance Ltd. ("Biglari Reinsurance"). Biglari Insurance Group Inc. ("Biglari Insurance") is the direct parent company of Biglari Reinsurance. Biglari Holdings Inc. ("Biglari Holdings") is the direct parent company of Biglari Insurance. Mr. Biglari is the Chairman and Chief Executive Officer of Biglari Holdings. By virute of these relationships, Biglari Insurance, Biglari Holdings and Mr. Biglari may be deemed to beneficially own the shares of Common Stock of the Issuer owned directly by Biglari Reinsurance. |
| (2) | The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $12.38 to $12.62. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commision, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
| (3) | The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $12.66 to $13.13. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commision, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
| (4) | The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $13.02 to $13.26. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commision, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
| (5) | The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $13.25 to $13.60. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commision, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
| (6) | The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $13.28 to $13.70. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commision, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
| (7) | The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $13.53 to $13.66. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commision, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
| (8) | The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $13.46 to $13.50. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commision, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
| (9) | Shares owned directly by The Lion Fund II, L.P. (the "Lion Fund II"). Biglari Capital Corp. ("BCC") is the general partner of the Lion Fund II. Mr. Biglari is the sole owner, Chairman and Chief Executive Officer of BCC. 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. |
| (10) | Shares owned directly by First Guard Insurance Company ("First Guard"). Biglari Reinsurance is the direct parent company of First Guard. Biglari Insurance is the direct parent company of Biglari Reinsurance. Biglari Holdings is the direct parent company of Biglari Insurance. Mr. Biglari is the Chairman and Chief Executive Officer of Biglari Holdings and has investment discretion over the securities owned by First Guard. By virtue of these relationships, Biglari Reinsurance, Biglari Insurance, Biglari Holdings and Mr. Biglari may be deemed to beneficially own the shares of Common Stock of the Issuer owned directly by First Guard. |
| Remarks: This Form 4 is filed jointly by Mr. Biglari, Biglari Holdings, BCC, the Lion Fund II, Biglari Reinsurance and Biglari Insurance. Each of the foregoing disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein. |
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