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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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Schedule 13G
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Under the Securities Exchange Act of 1934
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(Amendment No. 1)*
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El Pollo Loco Holdings, Inc.
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(Name of Issuer)
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Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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268603107
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(CUSIP Number)
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December 31, 2015
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] 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).
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CUSIP No. 268603107
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(1) Names of reporting persons
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Trimaran Pollo Partners, L.L.C.
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(2) Check the appropriate box if a member of a group (see instructions)
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[ ] (a)
[ ] (b)
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(3) SEC use only
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(4) Citizenship or place of organization
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Delaware
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Number of shares beneficially owned by each reporting person with:
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(5) Sole voting power
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0
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(6) Shared voting power
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16,746,544
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(7) Sole dispositive power
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0
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(8) Shared dispositive power
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16,746,544
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(9) Aggregate amount beneficially owned by each reporting person
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16,746,544
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(10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
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(11) Percent of class represented by amount in Row (9)
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43.7%
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(12) Type of reporting person (see instructions)
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OO (Limited Liability Company)
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Page 1 of 4 Pages
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CUSIP No. 268603107
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(1) Names of reporting persons
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Trimaran Capital, L.L.C.
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(2) Check the appropriate box if a member of a group (see instructions)
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[ ] (a)
[ ] (b)
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(3) SEC use only
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(4) Citizenship or place of organization
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Delaware
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Number of shares beneficially owned by each reporting person with:
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(5) Sole voting power
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0
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(6) Shared voting power
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16,746,544
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(7) Sole dispositive power
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0
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(8) Shared dispositive power
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16,746,544
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(9) Aggregate amount beneficially owned by each reporting person
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16,746,544
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(10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
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(11) Percent of class represented by amount in Row (9)
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43.7%
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(12) Type of reporting person (see instructions)
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OO (Limited Liability Company)
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Page 2 of 4 Pages
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CUSIP No. 268603107
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(1) Names of reporting persons
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Jay R. Bloom
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(2) Check the appropriate box if a member of a group (see instructions)
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[ ] (a)
[ ] (b)
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(3) SEC use only
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(4) Citizenship or place of organization
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United States
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Number of shares beneficially owned by each reporting person with:
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(5) Sole voting power
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0
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(6) Shared voting power
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16,746,544
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(7) Sole dispositive power
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0
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(8) Shared dispositive power
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16,746,544
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(9) Aggregate amount beneficially owned by each reporting person
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16,746,544
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(10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
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(11) Percent of class represented by amount in Row (9)
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43.7%
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(12) Type of reporting person (see instructions)
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IN
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Page 3 of 4 Pages
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CUSIP No. 268603107
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(1) Names of reporting persons
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Dean C. Kehler
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(2) Check the appropriate box if a member of a group (see instructions)
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[ ] (a)
[ ] (b)
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(3) SEC use only
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(4) Citizenship or place of organization
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United States
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Number of shares beneficially owned by each reporting person with:
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(5) Sole voting power
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0
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(6) Shared voting power
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16,746,544
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(7) Sole dispositive power
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0
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(8) Shared dispositive power
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16,746,544
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(9) Aggregate amount beneficially owned by each reporting person
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16,746,544
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(10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
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(11) Percent of class represented by amount in Row (9)
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43.7%
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(12) Type of reporting person (see instructions)
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IN
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Page 4 of 4 Pages
Item 1(a). Name of issuer:
El Pollo Loco Holdings, Inc.
Item 1(b). Address of issuer’s principal executive offices:
3535 Harbor Blvd., Suite 100, Costa Mesa, California 92626
Item 2(a). Name of person filing:
Per Rule 13d-1(k)(1), this statement is filed on behalf of each of the following persons pursuant to a joint filing agreement attached hereto.
(i) Trimaran Pollo Partners, L.L.C. (“TPP”) (1)
(ii) Trimaran Capital, L.L.C. (“Trimaran Capital”) (2)
(iii) Jay R. Bloom (“Bloom”) (3)
(iv) Dean C. Kehler (“Kehler”) (3)
Notes:
(1) TPP is the direct owner of all shares reported herein.
(2) Trimaran Capital is the managing member of TPP.
(3) Bloom and Kehler are the managing members of Trimaran Capital.
Item 2(b). Address or principal business office or, if none, residence:
1325 Avenue of the Americas, 25th Floor, New York, New York 10019
Item 2(c). Citizenship:
TPP and Trimaran Capital: Delaware limited liability company
Bloom and Kehler: United States citizen
Item 2(d). Title of class of securities:
Common stock, par value $0.01 per share
Item 2(e). CUSIP No.:
268603107
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Not applicable.
Item 4. Ownership:
Item 4(a). Amount beneficially owned:
The responses set forth in item 9 on each cover page to this schedule are incorporated by reference.
Item 4(b). Percent of class:
The responses set forth in item 11 on each cover page to this schedule are incorporated by reference.
Item 4(c). Number of shares as to which the person has:
Item 4(c)(i). Sole power to vote or to direct the vote:
The responses set forth in item 5 on each cover page to this schedule are incorporated by reference.
Item 4(c)(ii). Shared power to vote or to direct the vote:
The responses set forth in item 6 on each cover page to this schedule are incorporated by reference.
Item 4(c)(iii). Sole power to dispose or to direct the disposition of:
The responses set forth in item 7 on each cover page to this schedule are incorporated by reference.
Item 4(c)(iv). Shared power to dispose or to direct the disposition of:
The responses set forth in item 8 on each cover page to this schedule are incorporated by reference.
Item 5. Ownership of 5 Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than 5 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 or Control Person.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
Not applicable.
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 12, 2016
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TRIMARAN POLLO PARTNERS, L.L.C.
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TRIMARAN CAPITAL, L.L.C.
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Jay R. Bloom
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Dean C. Kehler
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By:
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/s/ Dean C. Kehler
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Name:
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Dean C. Kehler
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Title:
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Attorney-in-Fact*
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* Pursuant to a power of attorney filed on February 11, 2015, as an exhibit to a filing on Schedule 13G, file number 005-88632, relating to beneficial ownership of shares of common stock of El Pollo Loco Holdings, Inc., which is hereby incorporated by reference.
Exhibit 99
Joint Filing Agreement
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934 (the “Act”), each of the undersigned agrees to joint filing of statements on schedules 13D and 13G, or any amendments thereto, with respect to the common stock of El Pollo Loco Holdings, Inc. (the “Company”).
Each further expressly authorizes each other party to this agreement to file on its behalf any such statement or amendment.
Each further agrees to the filing of this agreement as an exhibit to any such statement or amendment or any other regulatory filing.
IN WITNESS WHEREOF, the undersigned have caused this agreement to be executed as of the date set forth below.
Dated: February 12, 2016
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TRIMARAN POLLO PARTNERS, L.L.C.
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TRIMARAN CAPITAL, L.L.C.
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Jay R. Bloom
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Dean C. Kehler
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By:
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/s/ Dean C. Kehler
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Name:
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Dean C. Kehler
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Title:
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Attorney-in-Fact
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