UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
CRACKER BARREL OLD COUNTRY STORE, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
22410J106
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(CUSIP Number)
December 31, 2011
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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).
PAGE 1 OF 4 PAGES
CUSIP No. 22410J106
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
River Road Asset Management, LLC 43-2076925
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
N/A
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5 SOLE VOTING POWER
956,278.00
NUMBER OF -----------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH -----------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 1,535,617.00
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8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,535,617.00
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.7%
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12 TYPE OF REPORTING PERSON*
IA
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PAGE 2 OF 4 PAGES
Item 1(a) Name of Issuer:
Cracker Barrel Old Country Store, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
305 Hartmann Drive
P.O. Box 787
Lebanon, TN 37088
Item 2(a) Name of Person Filing:
River Road Asset Management, LLC
Item 2(b) Address of the Principal Office or, if none, Residence:
462 S. 4th St., Ste 1600
Louisville, KY 40202
Item 2(c) Citizenship:
US -- State of Delaware
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
22410J106
Item 3 If the Statement is being filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
(e) [X] An investment advisor in accordance with
section 240.13d-1(b)(1)(ii)(E)
Item 4 Ownership:
(a) Amount Beneficially Owned:
1,535,617.00
(b) Percent of Class:
6.7%
(c) Number of shares as to which such person has:
(i) sole power to vote or direct the vote: 956,278.00
(ii) shared power to vote or direct the vote: 0
(iii) sole power to dispose or to direct the
disposition of: 1,535,617.00
(iv) shared power to dispose or to direct the
disposition of: 0
PAGE 3 OF 4 PAGES
Item 5 Ownership of Five Percent or Less of a Class: If this statement is
being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [x].
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
Not applicable.
Item 7 Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company:
Not applicable.
Item 8 Identification and Classification of Members of the Group:
Not applicable.
Item 9 Notice of Dissolution of a Group:
Not applicable.
Item 10 Certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in
the ordinary course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing the
control of the issuer of such securities and were were not acquired in
connection with or as a participant in any transaction having such
purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 5, 2012
River Road Asset Management, LLC
By: /S/ THOMAS D. MUELLER
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Name: Thomas D. Mueller
Title: COO, CCO
PAGE 4 OF 4 PAGES