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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Buy) | $ 0.92 | 06/20/2006 | 06/20/2011 | Common Stock | 10,000 | 2,000 (5) | D (6) | ||||||||
Rights (3) | (4) | 11/17/2006 | P | 75,000 | 11/07/2006 | 12/08/2006 | Common Stock | 75,000 | $ 0.77 | 364,127 (1) | D (7) | ||||
Rights (3) | (4) | 11/17/2006 | P | 0 | 11/07/2006 | 12/08/2006 | Common Stock | 0 | $ 0 | 364,127 (2) | I | By The Lion Fund, L.P. | |||
Rights (3) | (4) | 11/20/2006 | X | 176,900 | 11/07/2006 | 12/08/2006 | Common Stock | 176,900 | $ 0 | 187,227 (1) | D | ||||
Rights (3) | (4) | 11/20/2006 | X | 0 | 11/07/2006 | 12/08/2006 | Common Stock | 0 | $ 0 | 187,227 (2) | I | By The Lion Fund, L.P. | |||
Rights (3) | (4) | 11/20/2006 | X | 112,227 | 11/07/2006 | 12/08/2006 | Common Stock | 112,227 | $ 0 | 75,000 (1) | D | ||||
Rights (3) | (4) | 11/20/2006 | X | 0 | 11/07/2006 | 12/08/2006 | Common Stock | 0 | $ 0 | 75,000 (2) | I | By The Lion Fund, L.P. |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
LION FUND, L.P. 9311 SAN PEDRO AVENUE, SUITE 1440 SAN ANTONIO, TX 78216 |
X | |||
BIGLARI CAPITAL CORP. 9311 SAN PEDRO AVENUE, SUITE 1440 SAN ANTONIO, TX 78216 |
X | |||
BIGLARI, SARDAR 9311 SAN PEDRO AVENUE, SUITE 1440 SAN ANTONIO, TX 78216 |
X | X |
The Lion Fund, L.P., By: Biglari Capital Corp., its general partner, By: /s/ Sardar Biglari, its Chairman and Chief Executive Officer | 11/21/2006 | |
**Signature of Reporting Person | Date | |
Biglari Capital Corp., By: /s/ Sardar Biglari, its Chairman and Chief Executive Officer | 11/21/2006 | |
**Signature of Reporting Person | Date | |
/s/ Sardar Biglari | 11/21/2006 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | These securities are owned by The Lion Fund, L.P., which is a Reporting Person. |
(2) | The securities may be deemed to be beneficially owned by Biglari Capital Corp. ("BCC"), the general partner of The Lion Fund, L.P. and Sardar Biglari, the Chairman and Chief Executive Officer of BCC. Sardar Biglari and BCC each disclaim beneficial ownership in the securities reported on this Form 4 except to the extent of their pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that either Sardar Biglari or Biglari Capital Corp. are the beneficial owners of such securities for purposes of Section 16 or for any other purpose. |
(3) | On November 13, 2006, the Issuer made a pro-rata distribution of rights (the "Rights") to the shareholders of record on November 9, 2006. |
(4) | The exercise price of the Rights is $7.00. Every two Rights entitles the shareholder to purchase one share. |
(5) | On August 10, 2006, the Issuer effected a 1 for 10 reverse stock split. |
(6) | These securities are owned by Sardar Biglari. |
(7) | These securities are owned by The Lion Fund, L.P. |