0001209191-15-011082.txt : 20150209 0001209191-15-011082.hdr.sgml : 20150209 20150209215312 ACCESSION NUMBER: 0001209191-15-011082 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150205 FILED AS OF DATE: 20150209 DATE AS OF CHANGE: 20150209 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CRACKER BARREL OLD COUNTRY STORE, INC CENTRAL INDEX KEY: 0001067294 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 620812904 FISCAL YEAR END: 0729 BUSINESS ADDRESS: STREET 1: PO BOX 787 CITY: LEBANON STATE: TN ZIP: 370880787 BUSINESS PHONE: 6154439217 MAIL ADDRESS: STREET 1: PO BOX 787 CITY: LEBANON STATE: TN ZIP: 37087 FORMER COMPANY: FORMER CONFORMED NAME: CBRL GROUP INC DATE OF NAME CHANGE: 19980730 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LION FUND II, L.P. CENTRAL INDEX KEY: 0001580602 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-25225 FILM NUMBER: 15590263 BUSINESS ADDRESS: STREET 1: 17802 IH 10 WEST, SUITE 400 CITY: SAN ANTONIO STATE: TX ZIP: 78257 BUSINESS PHONE: 210-344-3400 MAIL ADDRESS: STREET 1: 17802 IH 10 WEST, SUITE 400 CITY: SAN ANTONIO STATE: TX ZIP: 78257 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BIGLARI CAPITAL CORP. CENTRAL INDEX KEY: 0001334429 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-25225 FILM NUMBER: 15590264 BUSINESS ADDRESS: STREET 1: 17802 IH 10 WEST, SUITE 400 CITY: SAN ANTONIO STATE: TX ZIP: 78257 BUSINESS PHONE: (210) 344-3400 MAIL ADDRESS: STREET 1: 17802 IH 10 WEST, SUITE 400 CITY: SAN ANTONIO STATE: TX ZIP: 78257 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BIGLARI, SARDAR CENTRAL INDEX KEY: 0001334430 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-25225 FILM NUMBER: 15590265 MAIL ADDRESS: STREET 1: C/O BIGLARI HOLDINGS INC. STREET 2: 17802 IH 10 WEST, SUITE 400 CITY: SAN ANTONIO STATE: TX ZIP: 78257 FORMER NAME: FORMER CONFORMED NAME: Biglari Sardar DATE OF NAME CHANGE: 20050727 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-02-05 0 0001067294 CRACKER BARREL OLD COUNTRY STORE, INC CBRL 0001334430 BIGLARI, SARDAR 17802 IH 10 WEST, SUITE 400 SAN ANTONIO TX 78257 0 0 1 0 0001334429 BIGLARI CAPITAL CORP. 17802 IH 10 WEST, SUITE 400 SAN ANTONIO TX 78257 0 0 1 0 0001580602 LION FUND II, L.P. 17802 IH 10 WEST, SUITE 400 SAN ANTONIO TX 78257 0 0 1 0 Forward sale agreement (obligation to sell) 2015-02-05 4 J 0 1 A Common Stock 1250000 1 I See Footnotes On February 5, 2015, The Lion Fund II, L.P. ("TLF II") entered into a prepaid forward variable agreement with an unaffiliated counterparty, pursuant to which TLF II received a cash payment of $135,095,500 in exchange for agreeing to pay the value of up to 1,250,000 shares of the issuer's common stock on future dates. A preliminary payment from TLF II to the counterparty will be due on June 9, 2017 based on the volume-weighted average share price ("VWAP") on June 6, 2017 ("Initial Payment"). If the VWAP on June 6, 2017 is less than or equal to $131.32 (the "Floor Price"), then the Initial Payment will be equal to the June 6, 2017 VWAP times 1,250,000 shares; if the June 6, 2017 VWAP is more than the Floor Price but less than or equal to $157.58 (the "Cap Price"), then the Initial Payment will be equal to the Floor Price times 1,250,000 shares; (Continued in Footnote 2) and if the June 6, 2017 VWAP is greater than the Cap Price, then the Initial Payment will be equal to (1) 1,250,000 times (2) an amount equal to the Floor Price plus the amount by which the June 6, 2017 VWAP exceeds the Cap Price. A true-up payment based on the VWAP for the valuation dates for the transaction (the "Valuation Dates"), occurring during the period beginning on June 14, 2017 and ending on September 19, 2017 ("Settlement Price") will be computed. TLF II may elect to make delivery of shares three business days after each Valuation Date in lieu of a cash payment. Biglari Capital Corp. ("BCC") is the general partner of TLF II. Mr. Biglari is the Chairman and Chief Executive Officer of BCC and has investment discretion over the securities owned by TLF II. By virtue of these relationships, BCC and Mr. Biglari may be deemed to beneficially own the forward sale agreement entered into by TLF II as described in footnotes 1,2 and 3. Each of BCC and Mr. Biglari disclaims beneficial ownership of such forward sale agreement except to the extent of his or its pecuniary interest therein. By: /s/ Sardar Biglari 2015-02-09 By: Biglari Capital Corp., By: /s/ Sardar Biglari, Chairman and Chief Executive Officer 2015-02-09 By: The Lion Fund II, L.P., By: Biglari Capital Corp., its general partner, By: /s/ Sardar Biglari, Chairman and Chief Executive Officer 2015-02-09