BIGLARI, SARDAR 4 filing Filed On Aug 27, 2024

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BIGLARI, SARDAR

Date Filed : Aug 27, 2024

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SEC FORM 4SEC 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

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BIGLARI, SARDAR

(Last)

(First)

(Middle)

C/O BIGLARI HOLDINGS INC.

19100 RIDGEWOOD PKWY, SUITE 1200

(Street)

SAN ANTONIO

78259

(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)
08/14/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	08/14/2024		P		62,362	A	$12.47⁽²⁾	87,362	I	By Biglari Reinsurance Ltd.⁽¹⁾
Common Stock, par value $0.01 per share	08/15/2024		P		50,554	A	$13⁽³⁾	137,916	I	By Biglari Reinsurance Ltd.⁽¹⁾
Common Stock, par value $0.01 per share	08/16/2024		P		21,325	A	$13.13⁽⁴⁾	159,241	I	By Biglari Reinsurance Ltd.⁽¹⁾
Common Stock, par value $0.01 per share	08/19/2024		P		62,329	A	$13.46⁽⁵⁾	221,570	I	By Biglari Reinsurance Ltd.⁽¹⁾
Common Stock, par value $0.01 per share	08/20/2024		P		100,000	A	$13.42⁽⁶⁾	321,570	I	By Biglari Reinsurance Ltd.⁽¹⁾
Common Stock, par value $0.01 per share	08/21/2024		P		43,161	A	$13.59⁽⁷⁾	364,731	I	By Biglari Reinsurance Ltd.⁽¹⁾
Common Stock, par value $0.01 per share	08/22/2024		P		4,516	A	$13.48⁽⁸⁾	369,247	I	By Biglari Reinsurance Ltd.⁽¹⁾
Common Stock, par value $0.01 per share								4,000,000	I	By The Lion Fund II, L.P.⁽⁹⁾
Common Stock, par value $0.01 per share								120,000	I	By First Guard Insurance Company⁽¹⁰⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

BIGLARI, SARDAR

(Last)

(First)

(Middle)

C/O BIGLARI HOLDINGS INC.

19100 RIDGEWOOD PKWY, SUITE 1200

(Street)

SAN ANTONIO

78259

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BIGLARI CAPITAL CORP.

(Last)

(First)

(Middle)

C/O BIGLARI HOLDINGS INC.

19100 RIDGEWOOD PKWY, SUITE 1200

(Street)

SAN ANTONIO

78259

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

LION FUND II, L.P.

(Last)

(First)

(Middle)

C/O BIGLARI HOLDINGS INC.

19100 RIDGEWOOD PKWY, SUITE 1200

(Street)

SAN ANTONIO

78259

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Biglari Holdings Inc.

(Last)

(First)

(Middle)

C/O BIGLARI HOLDINGS INC.

19100 RIDGEWOOD PKWY, SUITE 1200

(Street)

SAN ANTONIO

78259

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Explanation of Responses

1. Name and Address of Reporting Person^*

Biglari Reinsurance Ltd.

(Last)

(First)

(Middle)

C/O BIGLARI HOLDINGS INC.

19100 RIDGEWOOD PKWY, SUITE 1200

(Street)

SAN ANTONIO

78259

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Explanation of Responses

1. Name and Address of Reporting Person^*

Biglari Insurance Group Inc.

(Last)

(First)

(Middle)

C/O BIGLARI HOLDINGS INC.

19100 RIDGEWOOD PKWY, SUITE 1200

(Street)

SAN ANTONIO

78259

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Explanation of Responses

Explanation of Responses:

1. Shares owned directly by Biglari Reinsurance Ltd. ("Biglari Reinsurance"). Biglari Insurance Group Inc. ("Biglari Insurance") is the direct parent company of Biglari Reinsurance. Biglari Holdings Inc. ("Biglari Holdings") is the direct parent company of Biglari Insurance. Mr. Biglari is the Chairman and Chief Executive Officer of Biglari Holdings. By virute of these relationships, Biglari Insurance, Biglari Holdings and Mr. Biglari may be deemed to beneficially own the shares of Common Stock of the Issuer owned directly by Biglari Reinsurance.

2. The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $12.38 to $12.62. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commision, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

3. The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $12.66 to $13.13. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commision, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

4. The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $13.02 to $13.26. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commision, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

5. The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $13.25 to $13.60. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commision, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

6. The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $13.28 to $13.70. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commision, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

7. The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $13.53 to $13.66. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commision, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

8. The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $13.46 to $13.50. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commision, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

9. Shares owned directly by The Lion Fund II, L.P. (the "Lion Fund II"). Biglari Capital Corp. ("BCC") is the general partner of the Lion Fund II. Mr. Biglari is the sole owner, Chairman and Chief Executive Officer of BCC. By virtue of these relationships, BCC and Mr. Biglari may be deemed to beneficially own the shares of Common Stock of the Issuer owned directly by the Lion Fund II.

10. Shares owned directly by First Guard Insurance Company ("First Guard"). Biglari Reinsurance is the direct parent company of First Guard. Biglari Insurance is the direct parent company of Biglari Reinsurance. Biglari Holdings is the direct parent company of Biglari Insurance. Mr. Biglari is the Chairman and Chief Executive Officer of Biglari Holdings and has investment discretion over the securities owned by First Guard. By virtue of these relationships, Biglari Reinsurance, Biglari Insurance, Biglari Holdings and Mr. Biglari may be deemed to beneficially own the shares of Common Stock of the Issuer owned directly by First Guard.

Remarks:

This Form 4 is filed jointly by Mr. Biglari, Biglari Holdings, BCC, the Lion Fund II, Biglari Reinsurance and Biglari Insurance. Each of the foregoing disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein.

	By: /s/ Sardar Biglari	08/27/2024
	By: Biglari Capital Corp.; By: /s/ Sardar Biglari, Chairman and Chief Executive Officer	08/27/2024
	By: The Lion Fund II, L.P.; By: Biglari Capital Corp., its general partner; By: /s/ Sardar Biglari, Chairman and Chief Executive Officer	08/27/2024
	By: Biglari Holdings Inc., By: /s/ Sardar Biglari, Chairman and Chief Executive Officer	08/27/2024
	By: Biglari Reinsurance Ltd.; By: /s/ Sardar Biglari, Chairman of the Board and Chief Executive Officer	08/27/2024
	By: Biglari Insurance Group Inc.; By: /s/ Sardar Biglari, Chairman of the Board	08/27/2024
	** 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.

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