Cracker Barrel Old Country Store, Inc.
CRACKER BARREL OLD COUNTRY STORE, INC (Form: 4, Received: 01/05/2012 19:55:31)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

BIGLARI, SARDAR
2. Issuer Name and Ticker or Trading Symbol

CRACKER BARREL OLD COUNTRY STORE, INC [ CBRL ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      __ X __ Other (specify below)
See Explanation of Responses
(Last)          (First)          (Middle)

17802 IH 10 WEST, SUITE 400
3. Date of Earliest Transaction (MM/DD/YYYY)

1/3/2012
(Street)

SAN ANTONIO, TX 78257
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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, par value $0.01   (1) 1/3/2012     P    118886   A $51.2783   (2) 2266773   I   (6) By Biglari Holdings Inc.  
Common Stock, par value $0.01   (1) 1/4/2012     P    116711   A $51.2917   (3) 2383484   I   (6) By Biglari Holdings Inc.  
Common Stock, par value $0.01   (1) 1/5/2012     P    180100   A $50.1111   (4) 2563584   I   (6) By Biglari Holdings Inc.  
Common Stock, par value $0.01   (1) 1/5/2012     P    1900   A $50.7024   (5) 2565484   I   (6) By Biglari Holdings Inc.  
Common Stock, par value $0.01   (1)                140100   I   (7) By The Lion Fund, L.P.  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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

Explanation of Responses:
( 1)  This Form 4 is filed jointly by Sardar Biglari, Biglari Holdings Inc. ("BH"), The Lion Fund, L.P. (the "Lion Fund") and Biglari Capital Corp. ("BCC"). Each of Mr. Biglari, BH, the Lion Fund 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, BH, the Lion Fund and BCC disclaims beneficial ownership of the shares of Common Stock of the Issuer that he or it does not directly own.
( 2)  The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $50.97 to $51.50. 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 2, 3, 4 and 5 to this Form 4.
( 3)  The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $51.09 to $51.5171.
( 4)  The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $49.70 to $50.69.
( 5)  The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $50.6981 to $50.75.
( 6)  Shares owned directly by BH. Mr. Biglari is the Chairman and Chief Executive Officer of BH and has investment discretion over the securities owned by BH. By virtue of this relationship, Mr. Biglari may be deemed to beneficially own the shares of Common Stock of the Issuer owned directly by BH. Mr. Biglari disclaims beneficial ownership of the shares of Common Stock of the Issuer that he does not directly own.
( 7)  Shares owned directly by the Lion Fund. BCC is the general partner of the Lion Fund. BCC is a wholly-owned subsidiary of BH. Mr. Biglari is the Chairman and Chief Executive Officer of each of BCC and BH and has investment discretion over the securities owned by the Lion Fund. By virtue of these relationships, BCC, BH and Mr. Biglari may be deemed to beneficially own the shares of Common Stock of the Issuer owned directly by the Lion Fund. Each of Mr. Biglari, BH and BCC disclaims beneficial ownership of the shares of Common Stock of the Issuer that he or it does not directly own.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BIGLARI, SARDAR
17802 IH 10 WEST, SUITE 400
SAN ANTONIO, TX 78257

X
See Explanation of Responses
BIGLARI HOLDINGS INC.
17802 IH 10 WEST, SUITE 400
SAN ANTONIO, TX 78257

X
See Explanation of Responses
BIGLARI CAPITAL CORP.
17802 IH 10 WEST, SUITE 400
SAN ANTONIO, TX 78257

X
See Explanation of Responses
LION FUND, L.P.
17802 IH 10 WEST, SUITE 400
SAN ANTONIO, TX 78257

X
See Explanation of Responses

Signatures
By: /s/ Sardar Biglari 1/5/2012
** Signature of Reporting Person Date

By: Biglari Holdings Inc., By: /s/ Sardar Biglari, Chairman and Chief Executive Officer 1/5/2012
** Signature of Reporting Person Date

By: Biglari Capital Corp., By: /s/ Sardar Biglari, Chairman and Chief Executive Officer 1/5/2012
** Signature of Reporting Person Date

By: The Lion Fund, L.P., By: Biglari Capital Corp., its general partner, By: /s/ Sardar Biglari, Chairman and Chief Executive Officer 1/5/2012
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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