CRACKER BARREL OLD COUNTRY STORE, INC — Director's Dealing 2014

Sep 23, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CRACKER BARREL OLD COUNTRY STORE, INC (CBRL)
CIK: 0001067294
Period of Report: 2014-09-18

Reporting Person: COCHRAN SANDRA B (President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-09-18	Common Stock	A	26322	—	Acquired	159828	Direct
2014-09-18	Common Stock	F	10824	$103.85	Disposed	149004	Direct
2014-09-18	Common Stock	A	36009	—	Acquired	185013	Direct
2014-09-18	Common Stock	F	15106	$103.85	Disposed	169907	Direct
2014-09-19	Common Stock	S	40000	$103.5646	Disposed	129908	Direct

Footnotes

F1: Award based on two-year performance requirements and the certification by the Compensation Committee of achievement of those requirements under the FY13 Long-Term Performance Plan.

F2: Represents shares deducted to satisfy federal tax withholding obligations on the granting of the award disclosed in row one of this table.

F3: Award of market-based stock units based on three-year performance requirements and the certification by the Compensation Committee of achievement of those requirements under the FY12 Long-Term Incentive Grant.

F4: Represents shares deducted to satisfy federal tax withholding obligations on the granting of the award disclosed in row three of this table.

F5: Represents the average sale price for the transaction reported. Sales prices ranged from $102.77 per share to $104.30 per share. The reporting person undertakes to provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F6: Includes one share that was inadvertently omitted on a previous Form 4.