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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
STEAK & SHAKE CO [ SNS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/28/2009 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock, par value $.50 | 08/28/2009 | P | 20,000 | A | $11.0318 | 100,000 | I | By Mustang Capital Partners I, LP(1) | ||
Common Stock, par value $.50 | 09/01/2009 | P | 45,000 | A | $10.4293 | 145,000 | I | By Mustang Capital Partners I, LP(1) | ||
Common Stock, par value $.50 | 08/28/2009 | P | 5,000 | A | $11.0318 | 25,000 | I | By Mustang Capital Partners II, LP(2) | ||
Common Stock, par value $.50 | 09/01/2009 | P | 5,000 | A | $10.4293 | 30,000 | I | By Mustang Capital Partners II, LP(2) | ||
Common Stock, par value $.50 | 08/31/2009 | P | 31,300 | A | $10.648 | 1,023,000 | I | By The Lion Fund, L.P.(3) | ||
Common Stock, par value $.50 | 09/01/2009 | P | 17,500 | A | $10.3082 | 1,040,500 | I | By The Lion Fund, L.P.(3) | ||
Common Stock, par value $.50 | 1,553,545 | I | By Western Acquisitions L.P.(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. Shares owned directly by Mustang Capital Partners I, LP ("MCPI"). Mr. Biglari is the Chairman of the Board and Chief Executive Officer of Western Sizzlin Corp. ("Western Sizzlin") and has been delegated investment discretion over the securities owned by Western Sizzlin. Western Sizzlin owns a controlling interest in the investment manager to and general partner of MCPI. Accordingly, Mr. Biglari may be deemed to beneficially own the shares held directly by MCPI. Mr. Biglari disclaims beneficial ownership of the shares held directly by MCPI except to the extent of his pecuniary interest therein. |
2. Shares owned directly by Mustang Capital Partners II, LP ("MCPII"). Mr. Biglari is the Chairman of the Board and Chief Executive Officer of Western Sizzlin Corp. and has been delegated investment discretion over the securities owned by Western Sizzlin. Western Sizzlin owns a controlling interest in the investment manager to and general partner of MCPII. Accordingly, Mr. Biglari may be deemed to beneficially own the shares held directly by MCPII. Mr. Biglari disclaims beneficial ownership of the shares held directly by MCPII except to the extent of his pecuniary interest therein. |
3. Shares owned directly by The Lion Fund, L.P. (the "Lion Fund"). Mr. Biglari is the Chief Executive Officer of Biglari Capital Corp., the general partner of the Lion Fund. Accordingly, Mr. Biglari may be deemed to beneficially own the shares held directly by the Lion Fund. Mr. Biglari disclaims beneficial ownership of the shares held directly by the Lion Fund except to the extent of his pecuniary interest therein. |
4. Shares owned directly by Western Acquisitions L.P. ("Western Acquisitions"). Mr. Biglari is the Chairman of the Board and Chief Executive Officer of Western Investments Inc., a wholly owned subsidiary of Western Sizzlin and the general partner of Western Acquisitions. Accordingly, Mr. Biglari may be deemed to beneficially own the shares held directly by Western Acquisitions. Mr. Biglari disclaims beneficial ownership of the shares held directly by Western Acquisitions except to the extent of his pecuniary interest therein. |
/s/ Biglari, Sardar | 09/01/2009 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |