Amendment: SEC Form SC 13G/A filed by El Pollo Loco Holdings Inc.

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 3)¹

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

El Pollo Loco Holdings, Inc., a Delaware corporation (the “Issuer”).

3535 Harbor Blvd., Suite 100

Costa Mesa, California 92626

Sardar Biglari

19100 Ridgewood Parkway, Suite 1200

San Antonio, Texas 78259

Citizenship: United States

Biglari Capital Corp. (“BCC”)

19100 Ridgewood Parkway, Suite 1200

San Antonio, Texas 78259

Citizenship: Texas

The Lion Fund II, L.P. (“Lion Fund II”)

19100 Ridgewood Parkway, Suite 1200

San Antonio, Texas 78259

Citizenship: Delaware

First Guard Insurance Company (“First Guard”)

240 Nokomis Ave. S.

Venice, Florida 34285

Citizenship: Arizona

Biglari Reinsurance Ltd. (“Biglari Reinsurance”)

141 Front St.

Hamilton HM 19, Bermuda

Citizenship: Bermuda

Biglari Insurance Group Inc. (“Biglari Insurance”)

19100 Ridgewood Parkway, Suite 1200

San Antonio, Texas 78259

Citizenship: Delaware

Biglari Holdings Inc. (“Biglari Holdings”)

19100 Ridgewood Parkway, Suite 1200

San Antonio, Texas 78259

Citizenship: Indiana

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Common Stock, par value $0.01 per share (the “Shares”).

268603107

As of the close of business on August 27, 2024, Lion Fund II beneficially owned directly 4,000,000 Shares; First Guard beneficially owned directly 120,000 Shares; and Biglari Reinsurance owned directly 369,247 Shares.

Each of (i) BCC, as the general partner of Lion Fund II, and (ii) Mr. Biglari, as the Chairman, Chief Executive Officer and sole owner of BCC, may be deemed to beneficially own the Shares beneficially owned directly by Lion Fund II.

Each of (i) Biglari Reinsurance, as the direct parent company of First Guard, (ii) Biglari Insurance, as the direct parent company of Biglari Reinsurance, (iii) Biglari Holdings, as the direct parent company of Biglari Insurance, and (iv) Mr. Biglari, as the Chairman and Chief Executive Officer of Biglari Holdings, may be deemed to beneficially own the Shares beneficially owned directly by First Guard.

Each of (i) Biglari Insurance, as the direct parent company of Biglari Reinsurance, (ii) Biglari Holdings, as the direct parent company of Biglari Insurance, and (iii) Mr. Biglari, as the Chairman and Chief Executive Officer of Biglari Holdings, may be deemed to beneficially own the Shares beneficially owned directly by Biglari Reinsurance.

Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any Shares owned by another Reporting Person.

The following percentages are based on 29,928,318 Shares outstanding as of July 26, 2024, which is the total number of Shares outstanding as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2024.

As of the close of business on August 27, 2024, (i) Lion Fund II beneficially owned approximately 13.4% of the outstanding Shares; (ii) First Guard beneficially owned less than 1% of the outstanding Shares; (iii) Biglari Reinsurance beneficially owned approximately 1.6% of the outstanding Shares; (iv) BCC may be deemed to beneficially own approximately 13.4% of the outstanding Shares, (v) Biglari Insurance may be deemed to beneficially own approximately 1.6% of the outstanding Shares, (vi) Biglari Holdings may be deemed to beneficially own approximately 1.6% of the outstanding Shares, and (vii) Mr. Biglari may be deemed to beneficially own approximately 14.99% of the outstanding Shares.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

Not applicable.

Not applicable.

Not applicable.

See Exhibit 99.1.

Not applicable.

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: August 27, 2024