Sec Form 4 Filing - COCHRAN SANDRA B @ CRACKER BARREL OLD COUNTRY STORE, INC - 2017-09-14

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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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1. Name and Address of Reporting Person
COCHRAN SANDRA B
2. Issuer Name and Ticker or Trading Symbol
CRACKER BARREL OLD COUNTRY STORE, INC [ CBRL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President & CEO
(Last) (First) (Middle)
305 HARTMANN DR
3. Date of Earliest Transaction (MM/DD/YY)
09/14/2017
(Street)
LEBANON, TN37087
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/14/2017 A 27,696 ( 1 ) A $ 0 157,591 D
Common Stock 09/14/2017 D 11,619 ( 2 ) D $ 149.01 145,972 D
Common Stock 09/14/2017 A 14,454 ( 3 ) A $ 0 160,426 D
Common Stock 09/14/2017 D 6,064 ( 4 ) D $ 149.01 154,362 D
Common Stock 09/15/2017 S 24,467 D $ 152.51 ( 5 ) 129,895 D
Common Stock 09/18/2017 S 12,327 D $ 150.01 ( 6 ) 117,568 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
COCHRAN SANDRA B
305 HARTMANN DR
LEBANON, TN37087
X President & CEO
Signatures
Sandra B. Cochran by Richard M. Wolfson, Attorney-in-Fact 09/18/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Award of market-based stock units based on 3-year performance requirements and the certification by the Compensation Committee of achievement of those requirements under the FY15 Market Stock Unit Plan.
( 2 )Represents shares deducted to satisfy federal tax withholding obligations on the granting of the award disclosed in row one of this table.
( 3 )Award based on two-year performance requirements and the certification by the Compensation Committee of achievement of those requirements under the FY16 Long-Term Performance Plan.
( 4 )Represents shares deducted to satisfy federal tax withholding obligations on the granting of the award disclosed in row three of this table.
( 5 )Represents the average sale price for the transaction reported. Sale prices ranged from $151.22 per share to $153.67 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.
( 6 )Represents the average sale price for the transaction reported. Sale prices ranged from $147.38 per share to $152.71 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).

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