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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
| 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. | |||
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Biglari Reinsurance Ltd. C/O BIGLARI HOLDINGS INC. 19100 RIDGEWOOD PKWY, SUITE 1200 SAN ANTONIO, TX 78259 |
See Explanation of Responses | |||
| Biglari Insurance Group Inc. C/O BIGLARI HOLDINGS INC. 19100 RIDGEWOOD PKWY, SUITE 1200 SAN ANTONIO, TX 78259 |
See Explanation of Responses | |||
| 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 5(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 virtue 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) | 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. 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 3 is filed jointly by Biglari Reinsurance and Biglari Insurance. Each of Biglari Reinsurance and Biglari Insurance is a member of a group with The Lion Fund II, L.P., Biglari Capital Corp., First Guard, Biglari Holdings and Sardar Biglari for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, that collectively beneficially owns over 10% of the Issuer's outstanding shares of Common Stock. Each of the foregoing disclaims beneficial ownership of the securities of the Issuer reported herein and owned directly by other members of the Section 13(d) group except to the extent of his or its pecuniary interest therein and this report shall not be deemed an admission that it is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
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