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
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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*
Kehler Dean C

(Last) (First) (Middle)
C/O TRIMARAN CAPITAL PARTNERS
1325 AVENUE OF THE AMERICAS, 28TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
El Pollo Loco Holdings, Inc. [ LOCO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/28/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Rule 10b5-1(c) Transaction Indication

  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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 03/28/2023 J(1) 11,116,638 D $0.00 95,602 I See footnote(2)
Common Stock 03/28/2023 J(3) 5,182,564 A $0.00 5,182,564 I See footnote(4)
Common Stock 03/28/2023 J(5) 4,800,152 D $0.00 382,412 I See footnote(4)
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
1. Name and Address of Reporting Person*
Kehler Dean C

(Last) (First) (Middle)
C/O TRIMARAN CAPITAL PARTNERS
1325 AVENUE OF THE AMERICAS, 28TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Trimaran Capital, L.L.C.

(Last) (First) (Middle)
C/O TRIMARAN CAPITAL PARTNERS
1325 AVENUE OF THE AMERICAS, 28TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Bloom Jay R

(Last) (First) (Middle)
C/O TRIMARAN CAPITAL PARTNERS
1325 AVENUE OF THE AMERICAS, 28TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Trimaran Pollo Partners, L.L.C.

(Last) (First) (Middle)
C/O TRIMARAN FUND MANAGEMENT, L.L.C.
1325 AVENUE OF THE AMERICAS, 28TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Trimaran Pollo Partners, L.L.C. distributed these shares to all of its members on a ratable basis, for no consideration.
2. Represents shares held directly by Trimaran Pollo Partners, L.L.C. Trimaran Capital, L.L.C. is the managing member of Trimaran Pollo Partners, L.L.C. Mr. Bloom and Mr. Kehler are the managing members of Trimaran Capital, L.L.C. Each of Trimaran Capital, L.L.C., Mr. Bloom and Mr. Kehler may be deemed a beneficial owner of shares of the issuer's common stock held by Trimaran Pollo Partners, L.L.C., but disclaims beneficial ownership thereof, except to the extent of its or respective pecuniary interest therein.
3. Represents shares received by Trimaran Fund II, L.L.C., Trimaran Parallel Fund II, L.P., and Trimaran Capital, L.L.C in a ratable distribution by Trimaran Pollo Partners, L.L.C. for no consideration.
4. Represents shares held directly by Trimaran Capital, L.L.C., Trimaran Fund II, L.L.C. and Trimaran Parallel Fund II, L.P. Trimaran Investments II, L.L.C. is the special member of Trimaran Fund II, L.L.C. and the special limited partner of Trimaran Parallel Fund II, L.P. Mr. Bloom and Mr. Kehler are the managing members of Trimaran Capital, L.L.C. and Trimaran Investments II, L.L.C. Each of Mr. Bloom and Mr. Kehler may be deemed a beneficial owner of shares of the issuer's common stock held by Trimaran Capital, L.L.C., Trimaran Fund II, L.L.C. and Trimaran Parallel Fund II, L.P., but disclaims beneficial ownership thereof, except to the extent of his respective pecuniary interest therein.
5. Trimaran Fund II, L.L.C., Trimaran Parallel Fund II, L.P., and Trimaran Capital L.L.C distributed these shares to all of their members and limited partners, as applicable, on a ratable basis, for no consideration. Includes 11,433 shares distributed to Trimaran Investments II, L.L.C., 69,620 shares distributed to Mr. Kehler and 69,620 shares distributed to Mr. Bloom.
Remarks:
Exhibit List: Ex.24 - Power of Attorney
/s/ Dean C. Kehler 03/28/2023
/s/ Dean C. Kehler, Managing Director, on behalf of Trimaran Capital, L.L.C. 03/28/2023
/s/ Dean C. Kehler, as attorney-in-fact for Jay R. Bloom 03/28/2023
/s/ Dean C. Kehler, Managing Director of Trimaran Capital, L.L.C., as Managing Member of Trimaran Pollo Partners, L.L.C. 03/28/2023
** 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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