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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 57)*
|
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., 19100 Ridgewood Pkwy, Suite 1200 San Antonio, TX, 78259 210-344-3400 Michael Neidell, Esq. Olshan Frome Wolosky LLP, 1325 Avenue of the Americas New York, NY, 10019 212-451-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/19/2025 (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.
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).
SCHEDULE 13D
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| CUSIP No. | 22410J106 |
| 1 |
Name of reporting person
LION FUND II, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,421,540.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 22410J106 |
| 1 |
Name of reporting person
BIGLARI CAPITAL CORP. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,421,540.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 22410J106 |
| 1 |
Name of reporting person
First Guard Insurance Company | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ARIZONA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
62,300.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IC |
SCHEDULE 13D
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| CUSIP No. | 22410J106 |
| 1 |
Name of reporting person
Southern Pioneer Property and Casualty Insurance Company | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ARKANSAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,841.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IC |
SCHEDULE 13D
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| CUSIP No. | 22410J106 |
| 1 |
Name of reporting person
Biglari Reinsurance Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BERMUDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
69,141.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 22410J106 |
| 1 |
Name of reporting person
Biglari Insurance Group Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
69,141.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 22410J106 |
| 1 |
Name of reporting person
Biglari Holdings Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
INDIANA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
69,141.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 22410J106 |
| 1 |
Name of reporting person
BIGLARI, SARDAR | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,490,681.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share |
| (b) | Name of Issuer:
CRACKER BARREL OLD COUNTRY STORE, INC |
| (c) | Address of Issuer's Principal Executive Offices:
PO BOX 787, LEBANON,
TENNESSEE
, 370880787. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 is hereby amended and restated to read as follows:
The aggregate purchase price of the 1,421,540 Shares owned directly by The Lion Fund II is approximately $72,338,504. The Shares owned directly by The Lion Fund II were acquired with funds of affiliated entities that initially purchased the Shares prior to their contribution to The Lion Fund II.
The Lion Fund II effects purchases of securities primarily through margin accounts maintained for it with prime brokers, which may extend margin credit to it as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the prime brokers' credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.
The aggregate purchase price of the 62,300 Shares owned directly by First Guard is approximately $5,065,302. The Shares purchased by First Guard were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted.
The aggregate purchase price of the 6,841 Shares owned directly by Southern Pioneer is approximately $523,129. The Shares purchased by Southern Pioneer were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) is hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by the Reporting Persons is based on 22,263,481 Shares outstanding as of February 27, 2025, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on March 6, 2025.
As of the close of business on May 21, 2025, The Lion Fund II owned directly 1,421,540 Shares, constituting approximately 6.4% of the Shares outstanding. By virtue of their relationships with The Lion Fund II, each of BCC and Sardar Biglari may be deemed to beneficially own the Shares owned by The Lion Fund II.
As of the close of business on May 21, 2025, First Guard owned directly 62,300 Shares, constituting less than 1% of the Shares outstanding. By virtue of their relationships with First Guard, each of Biglari Reinsurance, Biglari Insurance, Biglari Holdings and Sardar Biglari may be deemed to beneficially own the Shares owned directly by First Guard.
As of the close of business on May 21, 2025, Southern Pioneer owned directly 6,841 Shares, constituting less than 1% of the Shares outstanding. By virtue of their relationships with Southern Pioneer, each of Biglari Reinsurance, Biglari Insurance, Biglari Holdings and Sardar Biglari may be deemed to beneficially own the Shares owned directly by Southern Pioneer.
An aggregate of 1,490,681 Shares, constituting approximately 6.7% of the Shares outstanding, are reported by the Reporting Persons in this statement.
The filing of this Schedule 13D shall not be deemed an admission that any of the Reporting Persons is, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any Shares he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that he or it does not directly own. |
| (b) | Item 5(b) is hereby amended and restated to read as follows:
By virtue of his relationships with the other Reporting Persons, Sardar Biglari may be deemed to have the sole power to vote and dispose of the Shares owned directly by The Lion Fund II, First Guard and Southern Pioneer. |
| (c) | Items 5(c) is hereby amended and restated to read as follows:
Exhibit 1 annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons during the past sixty days. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 is hereby amended to add the following:
The Joint Filing and Solicitation Agreement terminated pursuant to its terms on November 21, 2024.
On May 21, 2025, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | |
| Item 7. | Material to be Filed as Exhibits. |
1 - Transactions in Securities.
99.1 - Joint Filing Agreement, dated May 21, 2025. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit 1
Transactions in Shares in the Past Sixty Days
| Nature of the Transaction |
Securities Purchased/(Sold) |
Price Per Share($) |
Date of Purchase / Sale |
THE LION FUND II, L.P.
| Sale of Common Stock1 | (289,013) | 55.32 | 05/19/2025 |
| Sale of Common Stock2 | (210,987) | 55.91 | 05/20/2025 |
| Sale of Common Stock3 | (78,460) | 55.58 | 05/21/2025 |
1 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.00 to $56.29 per share. 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 sold at each separate price within the range set forth in this footnote.
2 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.07 to $56.61 per share. 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 sold at each separate price within the range set forth in this footnote.
3 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.95 to $56.12 per share. 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 sold at each separate price within the range set forth in this footnote.
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, par value $0.01 per share, of Cracker Barrel Old Country Store, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
| LION FUND II, L.P. | ||
| By: |
/s/ Sardar Biglari |
|
| Sardar Biglari, Chairman and Chief Executive Officer of Biglari Capital Corp., its general partner | ||
| Date: | 05/21/2025 | |
| BIGLARI CAPITAL CORP. | ||
| By: |
/s/ Sardar Biglari |
|
| Sardar Biglari, Chairman and Chief Executive Officer | ||
| Date: | 05/21/2025 | |
| First Guard Insurance Company | ||
| By: |
/s/ Sardar Biglari |
|
| Sardar Biglari, Authorized Signatory | ||
| Date: | 05/21/2025 | |
| Southern Pioneer Property and Casualty Insurance Company | ||
| By: |
/s/ Sardar Biglari |
|
| Sardar Biglari, Authorized Signatory | ||
| Date: | 05/21/2025 | |
| Biglari Reinsurance Ltd. | ||
| By: |
/s/ Sardar Biglari |
|
| Sardar Biglari, Chairman and Chief Executive Officer | ||
| Date: | 05/21/2025 | |
| Biglari Insurance Group Inc. | ||
| By: |
/s/ Sardar Biglari |
|
| Sardar Biglari, Chairman of the Board | ||
| Date: | 05/21/2025 | |
| Biglari Holdings Inc. | ||
| By: |
/s/ Sardar Biglari |
|
| Sardar Biglari, Chairman and Chief Executive Officer | ||
| Date: | 05/21/2025 | |
| BIGLARI, SARDAR | ||
| By: |
/s/ Sardar Biglari |
|
| Sardar Biglari | ||
| Date: | 05/21/2025 | |