Portillo's Inc. — Director's Dealing 2022

May 12, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Portillo's Inc. (PTLO)
CIK: 0001871509
Period of Report: 2022-05-10

Reporting Person: Scarpino Nicholas Anthony (SVP Marketing & Off-Premises)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-05-10	Class A Common stock	M	65506	$3.30	Acquired	76206	Direct
2022-05-10	Class A Common stock	S	65306	$18.39	Disposed	10900	Direct
2022-05-10	Class A Common stock	S	200	$20.00	Disposed	10700	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-05-10	Stock Option (right to buy)	$3.30	M	65506	Disposed	2025-01-05	Class A Common Stock (65506)	Direct

Footnotes

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.