Sec Form 4 Filing - FS Capital Partners V, LLC @ El Pollo Loco Holdings, Inc. - 2023-08-07

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
FS Capital Partners V, LLC
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 _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Former 10% Owner
(Last) (First) (Middle)
C/O FREEMAN SPOGLI & CO., 11100 SANTA MONICA BLVD, SUITE 1900
3. Date of Earliest Transaction (MM/DD/YY)
08/07/2023
(Street)
LOS ANGELES, CA90025
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 08/07/2023 S 2,467,000 D $ 10.63 2,994,251 I See Notes ( 1 ) ( 3 )
Common Stock 08/07/2023 S 33,000 D $ 10.63 40,052 I See Notes ( 2 ) ( 3 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FS Capital Partners V, LLC
C/O FREEMAN SPOGLI & CO.
11100 SANTA MONICA BLVD, SUITE 1900
LOS ANGELES, CA90025
Former 10% Owner
Signatures
/s/ John M. Roth 08/08/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Held directly by FS Equity Partners V, L.P. ("Equity Partners V"). The general partner of Equity Partners V is FS Capital Partners V, LLC (the "General Partner").
( 2 )Held directly by FS Affiliates V, L.P. ("Affiliates V"). The general partner of Affiliates V is the General Partner.
( 3 )Mr. John M. Roth is a director of the Issuer, a managing member of the General Partner and chief executive officer of certain entities affiliated with Equity Partners V, Affiliates V and the General Partner. Mr. Roth disclaims beneficial ownership of the securities held by Equity Partners V and Affiliates V, except to the extent of his pecuniary interest therein.

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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