Biglari Holdings Inc. — Director's Dealing 2019

May 29, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Biglari Holdings Inc. (BH)
CIK: 0001726173
Period of Report: 2019-05-23

Reporting Person: BIGLARI, SARDAR (Director, Chairman and CEO, 10% Owner)
Reporting Person: BIGLARI CAPITAL CORP. (10% Owner)
Reporting Person: LION FUND II, L.P. (10% Owner)
Reporting Person: LION FUND, L.P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-24	Class A common stock	P	150	$554.87	Acquired	2693.10	Direct
2019-05-23	Class B common stock	P	307	$98.85	Acquired	1488	Direct
2019-05-24	Class B common stock	P	500	$97.36	Acquired	1988	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A common stock	7185.1	Indirect
Class A common stock	72621	Indirect
Class A common stock	36571.7	Indirect
Class B common stock	31018	Indirect
Class B common stock	726218	Indirect
Class B common stock	365726	Indirect

Footnotes

F1: The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $550.00 to $555.00. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commision (the "SEC"), upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

F2: The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $98.30 to $99.00. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

F3: The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $96.50 to $99.75. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

F4: Shares owned directly by Biglari Capital Corp. ("BCC"). Sardar Biglari may be deemed a beneficial owner of the shares of Class A and Class B common stock of the Issuer owned directly by BCC.

F5: Shares owned directly by The Lion Fund II, L.P. (the "Lion Fund II"). BCC is the general partner of the Lion Fund II. Mr. Biglari is the sole member, Chairman and Chief Executive Officer of BCC. By virtue of these relationships, BCC and Mr. Biglari may be deemed to beneficially own the shares of Class A and Class B common stock of the Issuer owned directly by the Lion Fund II.

F6: Shares owned directly by The Lion Fund, L.P. (the "Lion Fund I"). BCC is the general partner of the Lion Fund I. Mr. Biglari is the sole member, Chairman and Chief Executive Officer of BCC. By virtue of these relationships, BCC and Mr. Biglari may be deemed to beneficially own the shares of Class A and Class B common stock of the Issuer owned directly by the Lion Fund I.