Berkshire Partners LLC - Jan 18, 2022 Form 4 Insider Report for Portillo's Inc. (PTLO)

Signature
/s/ See Signatures Included in Exhibit 99.1
Stock symbol
PTLO
Transactions as of
Jan 18, 2022
Transactions value $
$0
Form type
4
Date filed
1/20/2022, 07:16 PM
Previous filing
Oct 27, 2021
Next filing
Aug 18, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PTLO Class A common stock Award $0 +16.5K $0.00 16.5K Jan 18, 2022 See notes F1, F2
holding PTLO Class A common stock 12.3M Jan 18, 2022 By Berkshire Fund VIII-A, L.P. F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents 8,131 restricted stock units granted to Richard Lubin and 8,397 restricted stock units granted to Joshua Lutzker on January 18, 2022 for their service on the Board of Directors of the Issuer, 12,000 of which will vest in equal installments on each of October 21, 2022, October 21, 2023 and October 21, 2024, and 4,528 of which will vest in full on December 31, 2022, in each case, subject to the Reporting Person's continued service with the Issuer through such vesting date and the terms of the directors' applicable award agreements.
F2 Any securities issued to Mr. Lubin or Mr. Lutzker for service as a director of the Issuer are held by each of them for the benefit of funds or entities affiliated with Berkshire Partners LLC. ("BP"). The Reporting Persons disclaim beneficial ownership of such securities, except to the extent of their 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, or for any other purpose.
F3 Represents shares of Class A common stock of the Issuer held by Berkshire Fund VIII-A, L.P. ("VIII-A"). Such securities 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 BP, its investment adviser.
F4 Mr. Lubin is a member, and Mr. Lutzker is a managing member, of BPH, BPSP, 8BA and BP. By virtue of these relationships, the Reporting Persons may be deemed to share beneficial ownership with respect to the shares of common stock held by VIII-A and such other accounts.

Remarks:

Each of Joshua Lutzker and Richard Lubin serve on the Board of Directors of the Issuer as a representative of the Reporting Persons, certain of which may be deemed a director by deputization solely for purposes of Section 16 of the Act.