SEC Form 3

FORM 3

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 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Moreton William W. (Last) (First) (Middle) 305 S. HARTMANN DRIVE (Street) LEBANON TN 37087 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/02/2022	3. Issuer Name and Ticker or Trading Symbol CRACKER BARREL OLD COUNTRY STORE, INC [ CBRL ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

Remarks:

No securities are beneficially owned.

	William Moreton by Richard M. Wolfson, Attorney in Fact	12/06/2022
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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LIMITED POWER OF ATTORNEY FOR
SECTION 16 AND RULE 144 REPORTING OBLIGATIONS and SEC COMMUNICATIONS
Know all by these presents that the undersigned's hereby makes,
constitutes and appoints each of Noel Tippett, Heidi
Quandt, Dana Reavis and Richard Wolfson, acting singly
with full power of substitution and delegation, as the undersigned's
true and lawful attorney-in-fact, with full power and authority as
hereinafter described on behalf of and in the name, place and stead
of the undersigned to:
(1)	prepare, execute, acknowledge, deliver and file Forms 3, 4, and
5 (including any amendments thereto) with respect to the securities
of CRACKER BARREL OLD COUNTRY STORE, INC., a Tennessee corporation
(the "Company"), with the United States Securities and Exchange
Commission, any national securities exchanges and the Company, as
considered necessary or advisable under Section 16(a) of the
Securities Exchange Act of 1934 and the rules and regulations
promulgated thereunder, as amended from time to time (the "Exchange
Act");
(2)	prepare, execute, acknowledge, deliver and file Form 144
(including amendments thereto) with respect to the securities of the
Company, with the United States Securities and Exchange Commission,
and any national securities exchanges and the Company, as considered
necessary or advisable under Rule 144 of the Securities Act of 1933
and the rules and regulations promulgated thereunder, as amended from
time to time (the "Securities Act");
(3)	seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's
securities from any third party, including brokers, employee benefit
plan administrators and trustees, and the undersigned hereby
authorizes any such person to release any such information to the
named attorneys-in-fact and approves and ratifies any such release of
information;
(4) 	seek, obtain and/or amend, as the undersigned?s representative
and on the undersigned's behalf, any passwords, codes or other
identifying information (including, but not limited to, CCC and CIK
codes and related passwords) used or required by the United States
Securities and Exchange Commission or any national securities
exchanges in order that the named attorneys-in-fact may deliver and
file documents, including Forms 3, 4, 5 and 144 therewith, and the
undersigned hereby authorizes any such person to release any such
information to the named attorneys-in-fact; and
(5)	perform any and all other acts and execute any documents in the
name of the undersigned which in the discretion of such attorney-in-
fact are necessary or desirable for and on behalf of the undersigned
in connection with any of the foregoing.
The undersigned acknowledges that:
(1)	this Power of Attorney authorizes, but does not require, such
attorney-in-fact to act in their discretion on information provided
to such attorney-in-fact without independent verification of such
information;
(2)	any documents prepared and/or executed by such attorney-in-fact
on behalf of the undersigned pursuant to this Power of Attorney will
be in such form and will contain such information and disclosure as
such attorney-in-fact, in his or her discretion, deems necessary or
desirable;
(3)	neither the Company nor such attorney-in-fact assumes (i) any
liability for the undersigned's responsibility to comply with the
requirement of the Exchange Act or the Securities Act, (ii) any
liability of the undersigned for any failure to comply with such
requirements, or (iii) any obligation or liability of the undersigned
for profit disgorgement under Section 16(b) of the Exchange Act; and
(4)	this Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations
under the Exchange Act or the Securities Act, including without
limitation the reporting requirements under Section 16 of the
Exchange Act and Rule 144 of the Securities Act.
The undersigned hereby gives and grants each of the foregoing
attorneys-in-fact full power and authority to do and perform all and
every act and thing whatsoever requisite, necessary or appropriate to
be done in and about the foregoing matters as fully to all intents
and purposes as the undersigned might or could do if present, hereby
ratifying all that either such attorney-in-fact of, for an on behalf
of the undersigned, shall lawfully do or cause to be done by virtue
of this Limited Power of Attorney.
All powers of attorney previously granted by the undersigned in
respect of the subject matters covered by this Power of Attorney are
hereby revoked.  This Power of Attorney shall remain in full force
and effect until the undersigned is no longer required to file Forms
3, 4 and 5 and Form 144 (including amendments thereto) with respect
to the undersigned?s holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned or
by the Company in a signed writing delivered to such attorney-in-
fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 30th day of November 2022.
/s/ William Moreton