Amendment to Beneficial Ownership Report - Form SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 56)*

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, Texas 78259

(210) 344-3400

with copies to:

Steve Wolosky, Esq.

Olshan Frome Wolosky LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

October 8, 2024

(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 ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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)

	1		NAME OF REPORTING PERSON
				The Lion Fund II, L.P.
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐
				(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				AF
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				Delaware
NUMBER OF		7		SOLE VOTING POWER
SHARES
BENEFICIALLY					2,000,000
OWNED BY		8		SHARED VOTING POWER
EACH
REPORTING					-0-
PERSON WITH		9		SOLE DISPOSITIVE POWER
					2,000,000
		10		SHARED DISPOSITIVE POWER
					-0-
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				2,000,000
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				9.0%
	14		TYPE OF REPORTING PERSON
				PN

	1		NAME OF REPORTING PERSON
				Biglari Capital Corp.
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐
				(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				AF
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				Texas
NUMBER OF		7		SOLE VOTING POWER
SHARES
BENEFICIALLY					2,000,000
OWNED BY		8		SHARED VOTING POWER
EACH
REPORTING					-0-
PERSON WITH		9		SOLE DISPOSITIVE POWER
					2,000,000
		10		SHARED DISPOSITIVE POWER
					-0-
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				2,000,000
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				9.0%
	14		TYPE OF REPORTING PERSON
				OO

	1		NAME OF REPORTING PERSON
				First Guard Insurance Company
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐
				(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				WC
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				Arizona
NUMBER OF		7		SOLE VOTING POWER
SHARES
BENEFICIALLY					62,300
OWNED BY		8		SHARED VOTING POWER
EACH
REPORTING					-0-
PERSON WITH		9		SOLE DISPOSITIVE POWER
					62,300
		10		SHARED DISPOSITIVE POWER
					-0-
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				62,300
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				Less than 1%
	14		TYPE OF REPORTING PERSON
				IC

	1		NAME OF REPORTING PERSON
				Southern Pioneer Property and Casualty Insurance Company
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐
				(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				WC
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				Arkansas
NUMBER OF		7		SOLE VOTING POWER
SHARES
BENEFICIALLY					6,841
OWNED BY		8		SHARED VOTING POWER
EACH
REPORTING					-0-
PERSON WITH		9		SOLE DISPOSITIVE POWER
					6,841
		10		SHARED DISPOSITIVE POWER
					-0-
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				6,841
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				Less than 1%
	14		TYPE OF REPORTING PERSON
				IC

	1		NAME OF REPORTING PERSON
				Biglari Reinsurance Ltd.
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐
				(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				OO
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				Bermuda
NUMBER OF		7		SOLE VOTING POWER
SHARES
BENEFICIALLY					69,141
OWNED BY		8		SHARED VOTING POWER
EACH
REPORTING					-0-
PERSON WITH		9		SOLE DISPOSITIVE POWER
					69,141
		10		SHARED DISPOSITIVE POWER
					-0-
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				69,141
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				Less than 1%
	14		TYPE OF REPORTING PERSON
				CO

	1		NAME OF REPORTING PERSON
				Biglari Insurance Group Inc.
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐
				(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				OO
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				Delaware
NUMBER OF		7		SOLE VOTING POWER
SHARES
BENEFICIALLY					69,141
OWNED BY		8		SHARED VOTING POWER
EACH
REPORTING					-0-
PERSON WITH		9		SOLE DISPOSITIVE POWER
					69,141
		10		SHARED DISPOSITIVE POWER
					-0-
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				69,141
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				Less than 1%
	14		TYPE OF REPORTING PERSON
				CO

	1		NAME OF REPORTING PERSON
				Biglari Holdings Inc.
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐
				(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				OO
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				Indiana
NUMBER OF		7		SOLE VOTING POWER
SHARES
BENEFICIALLY					69,141
OWNED BY		8		SHARED VOTING POWER
EACH
REPORTING					-0-
PERSON WITH		9		SOLE DISPOSITIVE POWER
					69,141
		10		SHARED DISPOSITIVE POWER
					-0-
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				69,141
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				Less than 1%
	14		TYPE OF REPORTING PERSON
				CO

	1		NAME OF REPORTING PERSON
				Sardar Biglari
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐
				(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				AF
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				USA
NUMBER OF		7		SOLE VOTING POWER
SHARES
BENEFICIALLY					2,069,141
OWNED BY		8		SHARED VOTING POWER
EACH
REPORTING					-0-
PERSON WITH		9		SOLE DISPOSITIVE POWER
					2,069,141
		10		SHARED DISPOSITIVE POWER
					-0-
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				2,069,141
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				9.3%
	14		TYPE OF REPORTING PERSON
				IN

The following constitutes Amendment No. 56 to the Schedule 13D filed by the undersigned ("Amendment No. 56"). This Amendment No. 56 amends the Schedule 13D as specifically set forth herein.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

On October 8, 2024, the Reporting Persons issued a letter to shareholders of the Issuer (the "Letter"). The full text of the Letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibit:

99.1	Letter to shareholders, dated October 8, 2024.

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

	October 8, 2024
	(Date)
	THE LION FUND II, L.P.
	By:	BIGLARI CAPITAL CORP., its General Partner
	By:	/s/ Sardar Biglari
		Name:	Sardar Biglari
		Title:	Chairman and Chief Executive Officer
	BIGLARI CAPITAL CORP.
	By:	/s/ Sardar Biglari
		Name:	Sardar Biglari
		Title:	Chairman and Chief Executive Officer
	FIRST GUARD INSURANCE COMPANY
	By:	/s/ Sardar Biglari
		Name:	Sardar Biglari
		Title:	Authorized Signatory
	SOUTHERN PIONEER PROPERTY AND CASUALTY INSURANCE COMPANY
	By:	/s/ Sardar Biglari
		Name:	Sardar Biglari
		Title:	Authorized Signatory
	BIGLARI REINSURANCE LTD.
	By:	/s/ Sardar Biglari
		Name:	Sardar Biglari
		Title:	Authorized Signatory
	BIGLARI INSURANCE GROUP INC.
	By:	/s/ Sardar Biglari
		Name:	Sardar Biglari
		Title:	Authorized Signatory
	BIGLARI HOLDINGS INC.
	By:	/s/ Sardar Biglari
		Name:	Sardar Biglari
		Title:	Chairman and Chief Executive Officer
	/s/ Sardar Biglari
	SARDAR BIGLARI

11

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