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: 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)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A common stock	13133967	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
LLC Units of PHD Group Holdings LLC	$		Class A common stock (31609401)		Indirect
LLC Units of PHD Group Holdings LLC	$		Class A common stock (868687)		Direct
LLC Units of PHD Group Holdings LLC	$		Class A common stock (2861078)		Direct

Footnotes

F1: Represents shares of Class A common stock of the Issuer held by Berkshire Fund VIII-A, L.P. ("VIII-A"), which 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 common stock that are beneficially owned by BP. As the general partner of BPSP, BPH may be deemed to beneficially own shares of common stock that are beneficially owned by BPSP. BPH 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").

F2: (continued from footnote 1) 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) held by 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. At the time of any such exchange, an equal number of shares of Class B common stock of the Issuer held by the Reporting Persons, which have no economic value and entitle holders thereof to one vote per share on all matters on which stockholders of the Issuer are entitled to vote generally, will be cancelled.

F4: Represents LLC Units of PHD Group Holdings held by Berkshire Fund VIII, L.P. ("VIII"), which 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"). 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"). 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.