Jill Waite - Oct 21, 2021 Form 3 Insider Report for Portillo's Inc. (PTLO)

Role
Chief Human Resources Officer
Signature
By: /s/ Susan Shelton, as attorney-in-fact for Jill Waite
Stock symbol
PTLO
Transactions as of
Oct 21, 2021
Transactions value $
$0
Form type
3
Date filed
10/21/2021, 07:42 PM
Next filing
May 31, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding PTLO Class A common stock 21.9K Oct 21, 2021 Direct 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 Stock Option (right to buy) Oct 21, 2021 Class A common stock 92.6K $20.00 Direct F2
holding PTLO Stock Option (right to buy) Oct 21, 2021 Class A common stock 223K $4.30 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents restricted stock units subject to time-based vesting granted on October 21, 2021, one-third of which vest on each of the first three anniversaries of the grant date, subject to the Reporting Person's continued service with the Issuer and the terms of the applicable award agreement.
F2 Represents stock options granted in connection with the Issuer's initial public offering (the "IPO") and pursuant to the Issuer's 2021 Equity Incentive Plan, which vest in installments as follows: (i) one-third on the third anniversary of the grant date if the volume weighted average price of the Class A common stock for any 20 consecutive trading day period (the "20-Day VWAP") between the second and third anniversaries of the grant date is at least $30.00 per share, (ii) one-third on the fourth anniversary of the grant date if the 20-Day VWAP between the third and fourth anniversaries of the grant date is at least $40.00 per share, and (iii) one-third on the fifth anniversary of the grant date if the 20-Day VWAP between the fourth and fifth anniversaries of the grant date is at least $50.00 per share, each subject to adjustment and earlier acceleration or forfeiture.
F3 Represents options previously granted on 8/7/2019 pursuant to the Issuer's 2014 Equity Incentive Plan, which were substituted for options to purchase shares of Class A common stock under the Issuer's 2021 Equity Incentive Plan. The options vest in equal annual installments on each of the first five anniversaries of the grant date.

Remarks:

Exhibit 24 - Power of Attorney (incorporated herein by reference).