SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* WOODHOUSE MICHAEL A (Last) (First) (Middle) 305 HARTMANN DR (Street) LEBANON TN 37087 (City) (State) (Zip)	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 Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/07/2012
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	03/07/2012		M		81,517	A	$40.05	395,086.69	D
Common Stock	03/07/2012		S		81,517	D	$55.0227(1)	313,569.69	D
Common Stock	03/07/2012		M		2,500	A	$40	316,069.69	D
Common Stock	03/07/2012		S		2,500	D	$55.0227(1)	313,569.69	D
Common Stock	03/07/2012		M		16,245	A	$31.58	329,814.69	D
Common Stock	03/07/2012		S		16,245	D	$55.0227(1)	313,569.69	D
Common Stock	03/08/2012		M		55,074	A	$31.58	368,643.69	D
Common Stock	03/08/2012		S		55,074	D	$55.0238(1)	313,569.69	D
Common Stock	03/08/2012		M		128,505	A	$27.02	442,074.69	D
Common Stock	03/08/2012		S		128,505	D	$55.0238(1)	313,569.69	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 (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 Securities Underlying Derivative Security (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: 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
Stock Options (right to buy)	$40.05	03/07/2012		M			81,517(2)	(4)	09/19/2017	Common Stock	81,517	$0	0	D
Stock Options (right to buy)	$31.58	03/07/2012		M			16,245(2)	(3)	09/10/2019	Common Stock	16,245	$0	90,733	D
Stock Options (right to buy)	$40	03/07/2012		M			2,500(2)	(5)	09/21/2016	Common Stock	2,500	$0	0	D
Stock Options (right to buy)	$31.58	03/08/2012		M			55,074(2)	(3)	09/10/2019	Common Stock	55,074	$0	35,659	D
Stock Options (right to buy)	$27.02	03/08/2012		M			128,505(2)	(6)	09/25/2018	Common Stock	128,505	$0	0	D

Explanation of Responses:

1. Represents the weighted average sale price for the transaction reported. Sales prices ranged from $55.00 per share to $55.19 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.

2. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 22, 2012.

3. This option grant was granted on September 10, 2009 and vests over three years in equal installments on September 10, 2010, 2011 and 2012, respectively.

4. This option grant was granted on September 19, 2007 and vested over three years in equal installments on September 19, 2008, 2009 and 2010, respectively.

5. This option grant was granted on September 21, 2006 and vested over three years in equal installments on September 21, 2007, 2008 and 2009, respectively.

6. This option grant was granted on September 25, 2008 and vested over three years in equal installments on September 25, 2009, 2010 and 2011, respectively.

Remarks:

	Michael A. Woodhouse by Lawrence E. Hyatt, Attorney-in-fact	03/09/2012
	** Signature of Reporting Person	Date
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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