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SEC FORM 4 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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OMB Number: 3235-0287
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X
 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
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)
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)
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)
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)
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
Joint Filing Agreement & Power of Attorney

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.

Each further hereby severally constitutes and appoints each of the following
natural persons, each, with full power to act alone, as true and lawful
attorney-in-fact and agent, with full power of substitution, resubstitution, and
revocation, for and in the undersigned's name, place, and stead, and in any and
all capacities, to sign any and all such statements or amendments, or any other
documents required by any securities regulatory authority, including without
limitation on Forms 3, 4, 5, 13F, and 13H, and all exhibits thereto and other
documents in connection therewith, in connection with the common stock of the
Company, and to deliver, furnish, or file the same as necessary with any such
regulator, including the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to take any other action of
any type whatsoever in connection with the foregoing that, in the opinion of
that attorney-in-fact, may be of benefit to, in the best interest of, or legally
required by, the undersigned, as fully to all intents and purposes as the
undersigned might or could do if personally present, it being understood that
the documents signed by such attorney-in-fact on behalf of the undersigned
pursuant hereto may be in such form and contain such terms and conditions as
such attorney-in-fact may approve in such attorney-in-fact's discretion, and
hereby ratifies and confirms all that said attorney-in-fact and agent, or the
substitute or substitutes thereof, may lawfully do or cause to be done by virtue
hereof and the rights and powers granted hereby.

Each further agrees that any determination by an attorney-in-fact named herein
in accordance with this power of attorney will be conclusively evidenced by that
person's signing, delivery, furnishing, or filing of the applicable document.

Each further acknowledges that none of (i) the attorneys-in-fact, in serving as
such at the request of the undersigned, (ii) the Company, and (iii) Skadden,
Arps, Slate, Meagher & Flom LLP, are assuming any of the responsibilities of the
undersigned to comply with the Act and the rules and regulations thereunder.

Attorneys-in-Fact:

Trimaran Capital Partners
Jay R. Bloom
Dean C. Kehler
Michael G. Maselli
Wesley W. Barton

El Pollo Loco Holdings, Inc.
Stephen J. Sather
Laurance Roberts
Edith R. Austin

Skadden, Arps, Slate, Meagher & Flom LLP
Andrea L. Nicolas
Ian Beaumont
Edward P. Mahaney-Walter
Bryant H. Park
Kathleen N. Miller

This power of attorney is valid from the date hereof and will remain in full
force and effect until, in respect of each of the undersigned, the undersigned
is no longer required to file statements on any of the aforementioned forms or
schedules, or any amendments thereto, in connection with the common stock of the
Company, unless earlier revoked in writing by the undersigned, or until, in
respect of any attorney-in-fact named herein, that attorney-in-fact ceases to be
a partner, member, director, officer, or employee of the entity under which the
name of that attorney-in-fact is affixed, or any of its affiliates, or revoked
in writing by that entity.

IN WITNESS WHEREOF, the undersigned have caused this agreement and power of
attorney to be executed as of the date set forth below.

Dated: February 11, 2015

TRIMARAN POLLO PARTNERS, L.L.C.


By:
TRIMARAN CAPITAL, L.L.C.
its Managing Member


By:
/s/ Dean C. Kehler

Name:
Dean C. Kehler
Title:
Managing Member



TRIMARAN CAPITAL, L.L.C.


By:
/s/ Dean C. Kehler

Name:
Dean C. Kehler
Title:
Managing Member


/s/ Jay R. Bloom

Jay R. Bloom


/s/ Dean C. Kehler

Dean C. Kehler