Portillo's Inc. — Director's Dealing 2021

Oct 22, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Portillo's Inc. (PTLO)
CIK: 0001871509
Period of Report: 2021-10-21

Reporting Person: Shelton Susan Beth (General Counsel and Secretary)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A common stock	15000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$20.00	2031-10-21	Class A common stock (63325)		Direct
Stock Option (right to buy)	$5.45	2024-12-10	Class A common stock (55105)		Direct
Stock Option (right to buy)	$3.30	2024-12-10	Class A common stock (220421)		Direct

Footnotes

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 12/10/2014 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.