CRACKER BARREL OLD COUNTRY STORE, INC.
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(Name of Registrant as Specified in Its Charter)
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BIGLARI HOLDINGS INC.
BIGLARI CAPITAL CORP.
THE LION FUND, L.P.
SARDAR BIGLARI
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(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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1
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NAME OF REPORTING PERSON
Biglari Holdings Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC, OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Indiana
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
2,287,987
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8
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SHARED VOTING POWER
-0-
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9
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SOLE DISPOSITIVE POWER
2,287,987
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10
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SHARED DISPOSITIVE POWER
-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,287,987
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
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14
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TYPE OF REPORTING PERSON
CO
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1
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NAME OF REPORTING PERSON
Biglari Capital Corp.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
140,100
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8
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SHARED VOTING POWER
-0-
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9
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SOLE DISPOSITIVE POWER
140,100
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10
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SHARED DISPOSITIVE POWER
-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
140,100
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
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14
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TYPE OF REPORTING PERSON
CO
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1
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NAME OF REPORTING PERSON
The Lion Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
140,100
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8
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SHARED VOTING POWER
-0-
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||
9
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SOLE DISPOSITIVE POWER
140,100
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10
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SHARED DISPOSITIVE POWER
-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
140,100
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||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
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14
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TYPE OF REPORTING PERSON
PN
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1
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NAME OF REPORTING PERSON
Sardar Biglari
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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3
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SEC USE ONLY
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||
4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
2,287,987
|
|
8
|
SHARED VOTING POWER
-0-
|
||
9
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SOLE DISPOSITIVE POWER
2,287,987
|
||
10
|
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,287,987
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
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14
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TYPE OF REPORTING PERSON
IN
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 4.
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Purpose of Transaction.
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Item 5.
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Interest in Securities of the Issuer.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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Item 7.
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Material to be Filed as Exhibits.
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99.1
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Joint Filing and Solicitation Agreement, dated October 21, 2011, by and among BH, BCC, the Lion Fund and Sardar Biglari.
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October 21, 2011
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(Date)
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|||||
BIGLARI HOLDINGS INC.
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By:
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/s/ Sardar Biglari
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Name:
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Sardar Biglari
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Title:
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Chairman and Chief Executive Officer
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BIGLARI CAPITAL CORP.
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By:
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/s/ Sardar Biglari
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Name:
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Sardar Biglari
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Title:
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Chairman and Chief Executive Officer
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THE LION FUND, L.P.
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|||||
By: BIGLARI CAPITAL CORP., its General Partner
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|||||
By:
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/s/ Sardar Biglari
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||||
Name:
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Sardar Biglari
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||||
Title:
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Chairman and Chief Executive Officer
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/s/ Sardar Biglari
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|||||
SARDAR BIGLARI
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|||||
Class of
Security
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Securities
Purchased/(Sold)
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Price Per
Share ($)
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Date of
Purchase/Sale
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Common Stock
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150,030
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$42.1197
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09/27/2011
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Common Stock
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1,823
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$42.0000
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10/14/2011
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BIGLARI HOLDINGS INC.
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By:
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/s/ Sardar Biglari | ||
Name:
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Sardar Biglari
|
||
Title:
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Chairman and Chief Executive Officer
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BIGLARI CAPITAL CORP.
|
|||
By:
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/s/ Sardar Biglari | ||
Name:
|
Sardar Biglari
|
||
Title:
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Chairman and Chief Executive Officer
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THE LION FUND, L.P.
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|||
By:
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BIGLARI CAPITAL CORP., its general partner
|
||
By:
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/s/ Sardar Biglari | ||
Name:
|
Sardar Biglari
|
||
Title:
|
Chairman and Chief Executive Officer
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/s/ Sardar Biglari | |
SARDAR BIGLARI
|