Joshua Adam Lutzker - Oct 21, 2021 Form 3 Insider Report for Portillo's Inc. (PTLO)

Role: Director
Signature: By: Susan Shelton, attorney-in-fact for Joshua Lutzker
Stock symbol: PTLO
Transactions as of: Oct 21, 2021
Transactions value $: $0
Form type: 3
Date filed: 10/21/2021, 07:34 PM
Next filing: Oct 27, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	PTLO	Class A common stock						13.1M	Oct 21, 2021	By Berkshire Fund VIII-A, L.P.	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	PTLO	LLC Units of PHD Group Holdings LLC							Oct 21, 2021	Class A common stock	31.6M		By Berkshire Fund VIII, L.P.	F2, F3
holding	PTLO	LLC Units of PHD Group Holdings LLC							Oct 21, 2021	Class A common stock	869K		By Berkshire Investors III LLC	F2, F4
holding	PTLO	LLC Units of PHD Group Holdings LLC							Oct 21, 2021	Class A common stock	2.86M		By Berkshire Investors IV LLC	F2, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents shares of Class A common stock of the Issuer held by Berkshire Fund VIII-A, L.P. ("VIII-A"), which may be deemed to be beneficially owned by Berkshire Partners Holdings LLC ("BPH"); BPSP, L.P. ("BPSP"); Eighth Berkshire Associates LLC ("8BA"), its general partner; and Berkshire Partners L.P. ("BP"), its investment adviser. The Reporting Person is a managing member of BPH, BPSP, 8BA and BP. By virtue of the relationships described in the preceding sentence, the Reporting Person may be deemed to share beneficial ownership with respect to the shares of common stock held by VIII-A and such other accounts. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein, and the inclusion of any securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), or for any other purpose.
F2	Pursuant to the Second Amended and Restated Limited Liability Company Agreement of PHD Group Holdings LLC ("PHD Group Holdings"), dated as of October 20, 2021, LLC Units (as defined therein) held by the Reporting Persons are exchangeable for shares of Class A common stock on a one-for-one basis, subject to certain exceptions, conditions and adjustments. The LLC Units have no expiration date. At the time of any such exchange, an equal number of shares of Class B common stock of the Issuer held by the Reporting Person, which have no economic value and entitle holders thereof to one vote per share on all matters on which stockholders of the Issuer are entitled to vote generally, will be cancelled.
F3	Represents LLC Units of PHD Group Holdings held by Berkshire Fund VIII, L.P. ("VIII"), which may be deemed to be beneficially owned by BPH; BPSP; 8BA, its general partner; and BP, its investment adviser. The Reporting Person is a managing member of BPH, BPSP, 8BA and BP. By virtue of the relationships described in the preceding sentence, the Reporting Person may be deemed to share beneficial ownership with respect to the shares of Class A common stock held by VIII and such other accounts. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein, and the inclusion of any securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.
F4	Represents LLC Units of PHD Group Holdings held by Berkshire Investors III LLC ("BI III"). The Reporting Person is a managing member of BI III. By virtue of the relationship described in the preceding sentence, the Reporting Person may be deemed to share beneficial ownership with respect to the shares of Class A common stock held by BI III. The Reporting Person disclaims beneficial ownership of the shares held by BI III, except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.
F5	Represents LLC Units of PHD Group Holdings held by Berkshire Investors IV LLC ("BI IV"). The Reporting Person is a managing member of BI IV. By virtue of the relationship described in the preceding sentence, the Reporting Person may be deemed to share beneficial ownership with respect to the shares of Class A common stock held by BI IV. The Reporting Person disclaims beneficial ownership of the shares held by BI IV, except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.