| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/24/2014 |
3. Issuer Name and Ticker or Trading Symbol
El Pollo Loco Holdings, Inc. [ LOCO ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 28,557,989 | I | See footnote(1) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Trimaran Capital, L.L.C., is the managing member of Trimaran Pollo Partners, L.L.C., which is the direct owner of all shares reported herein. Mr. Bloom is a managing member of Trimaran Capital, L.L.C. Each of Trimaran Capital, L.L.C., and Mr. Bloom 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 his respective pecuniary interest therein. |
| Remarks: |
| Exhibit List: Exhibit 24: Power of Attorney for Jay R. Bloom, for Dean C. Kehler, for Trimaran Capital, L.L.C., and for Trimaran Pollo Partners, L.L.C. |
| /s/ Jay R. Bloom, Managing Member, on behalf of Trimaran Capital, L.L.C. | 03/09/2016 | |
| /s/ Jay R. Bloom | 03/09/2016 | |
| ** 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 5 (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. | ||
POWER OF
ATTORNEY
Know all by these presents, that each of the undersigned
hereby constitutes and appoints each of Edith R. Austin of El Pollo Loco
Holdings, Inc. (the “Company”), Wesley W. Barton of Trimaran Pollo
Partners, L.L.C., and Andrea L. Nicolas, Edward P. Mahaney-Walter, and Bryant H.
Park of Skadden, Arps, Slate, Meagher & Flom LLP, or any of them signing
singly, and with full power of substitution, the undersigned’s true and
lawful attorney-in-fact to:
(1) prepare,
execute in the undersigned’s name and on the undersigned’s behalf,
and submit to the U.S. Securities and Exchange Commission (the
“SEC”) a Form ID, including amendments thereto, and any other
documents necessary or appropriate to obtain codes and passwords enabling the
undersigned to make electronic filings with the SEC of reports required by
Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation
of the SEC;
(2) execute
for and on behalf of the undersigned, in the undersigned’s capacity as an
officer, director, and/or 10% owner of the Company, Forms 3, 4, and 5 in
accordance with Section 16(a) of the Securities Exchange Act of 1934 and the
rules thereunder;
(3) do
and perform any and all acts for and on behalf of the undersigned which may be
necessary or desirable to complete and execute any such Form 3, 4, or 5,
complete and execute any amendment or amendments thereto, and timely file such
form with the SEC and any stock exchange or similar authority; and
(4) take
any other action of any type whatsoever in connection with the foregoing which,
in the opinion of such attorney-in-fact, may be of benefit to, in the best
interest of, or legally required by, the undersigned, it being understood that
the documents executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact’s discretion.
Each of the undersigned hereby grants to each such
attorney-in-fact full power and authority to do and perform any and every act
and thing whatsoever requisite, necessary, or proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally present, with full
power of substitution or revocation, hereby ratifying and confirming all that
such attorney-in-fact, or such attorney-in-fact’s substitute or
substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted. Each of the undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming, nor is the Company assuming
any of the undersigned’s responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and
effect with respect to an undersigned until that undersigned is no longer
required to file with respect to that undersigned’s holdings of and
transactions in securities issued by the Company, unless earlier revoked by that
undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.
[Signature page follows]
IN WITNESS WHEREOF, each of the undersigned has caused
this Power of Attorney to be executed as of this 9th day of March,
2016.
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/s/ Jay R.
Bloom
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Jay R. Bloom
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/s/ Dean C.
Kehler
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| Dean C. Kehler | ||||
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TRIMARAN CAPITAL, L.L.C.
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By:
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/s/ Jay R.
Bloom
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Name:
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Jay R. Bloom
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Title:
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Managing Member
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TRIMARAN POLLO PARTNERS, L.L.C.
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| By: |
TRIMARAN CAPITAL, L.L.C.
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its Managing Member
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| By: |
/s/ Jay R.
Bloom
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| Name: |
Jay R. Bloom
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| Title: |
Managing Member
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