Sec Form 4 Filing - Trimaran Capital, L.L.C. @ El Pollo Loco Holdings, Inc. - 2014-11-25

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Trimaran Capital, L.L.C.
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)
(Last) (First) (Middle)
C/O TRIMARAN CAPITAL PARTNERS, 1325 AVENUE OF THE AMERICAS, 25TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
11/25/2014
(Street)
NEW YORK, NY10019
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 11/25/2014 S 6,408,945 ( 1 ) D $ 27 22,149,044 I See footnote ( 2 )
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
Trimaran Capital, L.L.C.
C/O TRIMARAN CAPITAL PARTNERS
1325 AVENUE OF THE AMERICAS, 25TH FLOOR
NEW YORK, NY10019
X
Bloom Jay R
C/O TRIMARAN CAPITAL PARTNERS
1325 AVENUE OF THE AMERICAS, 25TH FLOOR
NEW YORK, NY10019
X
Kehler Dean C
C/O TRIMARAN CAPITAL PARTNERS
1325 AVENUE OF THE AMERICAS, 25TH FLOOR
NEW YORK, NY10019
X X
Signatures
/s/ Jay R. Bloom, Managing Member, on behalf of Trimaran Capital, L.L.C. 03/09/2016
Signature of Reporting Person Date
/s/ Jay R. Bloom 03/09/2015
Signature of Reporting Person Date
/s/ Dean C. Kehler 03/09/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects sales of shares by Trimaran Pollo Partners, L.L.C., in the secondary offering of common stock of El Pollo Loco Holdings, Inc., that closed on November 25, 2014.
( 2 )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 and Mr. Kehler are the managing members of Trimaran Capital, L.L.C. Additionally, Mr. Kehler is a director of the issuer. 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 his respective 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).

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.