UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 33)1
CRACKER BARREL OLD COUNTRY STORE, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
22410J106
(CUSIP Number)
Sardar Biglari
Biglari Capital Corp.
17802 IH 10 West, Suite 400
San Antonio, Texas 78257
(210) 344-3400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 7, 2017
(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 ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
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1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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).
CUSIP NO. 22410J106
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1
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NAME OF REPORTING PERSON
The Lion Fund II, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
N/A
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
4,737,794
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
4,737,794
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,737,794
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.7%
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14
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TYPE OF REPORTING PERSON
PN
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2
CUSIP NO. 22410J106
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1
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NAME OF REPORTING PERSON
Biglari Capital Corp.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
N/A
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
4,737,794
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9
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SOLE DISPOSITIVE POWER
0
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||
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10
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SHARED DISPOSITIVE POWER
4,737,794
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||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,737,794
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||
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.7%
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14
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TYPE OF REPORTING PERSON
CO
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3
CUSIP NO. 22410J106
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1
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NAME OF REPORTING PERSON
Sardar Biglari
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
N/A
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
4,737,794
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||
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9
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SOLE DISPOSITIVE POWER
0
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||
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10
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SHARED DISPOSITIVE POWER
4,737,794
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||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,737,794
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||
|
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
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|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.7%
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14
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TYPE OF REPORTING PERSON
IN
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4
CUSIP NO. 22410J106
The following constitutes Amendment No. 33 to the Schedule 13D filed by the undersigned (“Amendment No. 33”). This Amendment No. 33 amends the Schedule 13D only as specifically set forth herein.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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The information contained in Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following disclosure:
On June 9, 2017, The Lion Fund II notified the Counterparty that it would settle the Forward Contract in cash.
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Item 4.
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Purpose of Transaction.
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The information contained in Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following disclosure:
The supplemental disclosure added to Item 3 of the Schedule 13D by this Amendment No. 33 is hereby incorporated in this Item 4.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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The information contained in Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following disclosure:
On June 7, 2017, TLF CBRL LLC, a limited liability company whose sole member is The Lion Fund II, L.P., entered into a loan agreement to borrow up to $200,000,000. Under the terms of the agreement up to 3,600,000 shares of Common Stock were pledged as collateral.
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
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June 12, 2017
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(Date)
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THE LION FUND II, L.P.
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By: BIGLARI CAPITAL CORP., its General Partner
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By:
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/s/ Sardar Biglari
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Name:
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Sardar Biglari
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Title:
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Chairman and Chief Executive Officer
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BIGLARI CAPITAL CORP.
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By:
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/s/ Sardar Biglari
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Name:
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Sardar Biglari
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Title:
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Chairman and Chief Executive Officer
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/s/ Sardar Biglari
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SARDAR BIGLARI
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5