Nicholas Anthony Scarpino - May 10, 2022 Form 4 Insider Report for Portillo's Inc. (PTLO)

Role: SVP Marketing & Off-Premises
Signature: /s/ Susan Shelton, as attorney-in-fact for Nick Scarpino
Stock symbol: PTLO
Transactions as of: May 10, 2022
Transactions value $: -$988,808
Form type: 4
Date filed: 5/12/2022, 02:24 PM
Previous filing: Oct 21, 2021
Next filing: Oct 25, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PTLO	Class A Common stock	Options Exercise	$216K	+65.5K	+612.21%	$3.30^*	76.2K	May 10, 2022	Direct	F1
transaction	PTLO	Class A Common stock	Sale	-$1.2M	-65.3K	-85.7%	$18.39	10.9K	May 10, 2022	Direct	F2
transaction	PTLO	Class A Common stock	Sale	-$4K	-200	-1.83%	$20.00	10.7K	May 10, 2022	Direct

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
transaction	PTLO	Stock Option (right to buy)	Options Exercise	$0	-65.5K	-39.62%	$0.00	99.8K	May 10, 2022	Class A Common Stock	65.5K	$3.30	Direct	F2

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

Explanation of Responses:

Id	Content
F1	Represents the exercise of options previously granted on 1/15/2015 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 in connection with the Issuer's initial public offering. The options vested in equal annual installments on each of the first five anniversaries of the grant date, and are fully vested.
F2	Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $18.00 to $18.81, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the aforementioned range.

Content

Represents the exercise of options previously granted on 1/15/2015 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 in connection with the Issuer's initial public offering. The options vested in equal annual installments on each of the first five anniversaries of the grant date, and are fully vested.

Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $18.00 to $18.81, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the aforementioned range.