Portillo's Inc. — Director's Dealing 2021

Oct 27, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Portillo's Inc. (PTLO)
CIK: 0001871509
Period of Report: 2021-10-25

Reporting Person: Berkshire Partners LLC (Director, 10% Owner)
Reporting Person: Berkshire Fund VIII-A, L.P. (Director, 10% Owner)
Reporting Person: Berkshire Fund VIII, L.P. (Director, 10% Owner)
Reporting Person: Berkshire Investors III LLC (Director)
Reporting Person: Berkshire Investors IV LLC (Director)
Reporting Person: Eighth Berkshire Associates LLC (Director, 10% Owner)
Reporting Person: Berkshire Partners Holdings LLC (Director, 10% Owner)
Reporting Person: BPSP, L.P. (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-10-25	Class A common stock	D	790763	$18.75	Disposed	12343204	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-10-25	LLC Units of PHD Group Holdings LLC	$18.75	D	1903123	Disposed		Class A common stock (1903123)	Indirect
2021-10-25	LLC Units of PHD Group Holdings LLC	$18.75	D	52302	Disposed		Class A common stock (52302)	Direct
2021-10-25	LLC Units of PHD Group Holdings LLC	$18.75	D	172259	Disposed		Class A common stock (172259)	Direct

Footnotes

F1: Represents shares of Class A common stock of the Issuer held by Berkshire Fund VIII-A, L.P. ("VIII-A") following the sale to the Issuer pursuant to the Stock and Unit Purchase Agreement, dated as of October 12, 2021 (the "Purchase Agreement"). 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 Berkshire Partners L.P. ("BP"), its investment adviser. BPH is the general partner of BPSP, which is the managing member of BP. As the managing member of BP, BPSP may be deemed to beneficially own shares of Class A common stock that are beneficially owned by BP.

F2: (Continued from Footnote 1) As the general partner of BPSP, BPH may be deemed to beneficially own shares of Class A common stock that are beneficially owned by BPSP. BPH, BPSP, BP, VIII-A, 8BA and BP are under common control and may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act"). Each of BPH, BPSP, VIII-A, 8BA and BP disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein.

F3: 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) directly held by certain of 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. Pursuant to the Purchase Agreement, in connection with the purchases of LLC Units by the Issuer as reported herein, an equal number of shares of Class B common stock of the Issuer held by the Reporting Persons were canceled for no consideration.

F4: Represents LLC Units of PHD Group Holdings held by Berkshire Fund VIII, L.P. ("VIII") following the sale to the Issuer pursuant to the Purchase Agreement. Such securities may be deemed to be beneficially owned by BPH; BPSP; 8BA, its general partner; and BP, its investment adviser. BPH, BPSP, VIII, 8BA and BP are under common control and may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) of the Act. Each of BPH, BPSP, VIII, 8BA and Berkshire Partners disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein.

F5: Represents LLC Units of PHD Group Holdings held by Berkshire Investors III LLC ("BI III") following the sale to the Issuer pursuant to the Purchase Agreement. BI III may be deemed to be, but does not admit to being, a member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Act and disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein.

F6: Represents LLC Units of PHD Group Holdings held by Berkshire Investors IV LLC ("BI IV") following the sale to the Issuer pursuant to the Purchase Agreement. BI IV may be deemed to be, but does not admit to being, a member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Act and disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein.