SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KELLEY WAYNE L

(Last)

(First)

(Middle)

3800 ARCO CORPORATE DR.

SUITE 300

(Street)

CHARLOTTE

28273

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
STEAK & SHAKE CO [ SNS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2004

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/09/2004		S		9,800	D	$18	82,808⁽¹⁾	D
Common Stock	09/09/2004		S		200	D	$18.13	82,608	D
Common Stock	09/10/2004		S		5,000	D	$18.1	77,608	D
Common Stock	09/08/2004		S		100	D	$18	900⁽²⁾	I	Kelley & Partners L.P.
Common Stock	09/09/2004		S		900	D	$18	0⁽²⁾	I	Kelley & Partners L.P.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. This figure reflects the addition to Mr. Kelley's personal holdings of 32,275 shares pursuant to the liquidating distribution of those shares from Kelley & Partners, L.P., a partnership of which Mr. Kelley was Managing General Partner, and the reporting person. In prior reports Mr. Kelley reported beneficial ownership of 305,334 shares of common stock held by Kelley & Partners. The details regarding the liquidation distribution are contained in the following footnote.

2. These shares are held by Kelley & Partners, L.P., of which Mr. Kelley is Managing General Partner. He disclaims ownership in them except to the extent of his beneficial interest therein. Kelley & Partners, L.P. is in the final stages of dissolving, and distributed 304,334 of the 305,334 shares it held to the following individuals based on their ownership interests in the partnership: E.W. Kelley Estate (209,135 shares), S.Sue Aramian (29,234 shares), Wayne L. Kelley (32,275), E. Wood Kelley (16,845 shares), Karen Kelley Germaine (16,845 shares).

Remarks:

	David C. Milne; Attorney-in-fact	09/10/2004
	** 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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