Portillo's (PTLO) Form 4 Change in insider ownership

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Berkshire Partners LLC

(Last) (First) (Middle)

200 CLARENDON STREET, 35TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Portillo's Inc. [ PTLO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A common stock	03/10/2023		D		2,080,584(1)(2)	D	$21.05	6,084,168	I	By Berkshire Fund VIII-A, L.P(1)(2)
Class A common stock								16,528(3)(4)	I	See note(3)(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
LLC Units of PHD Group Holdings LLC	(5)	03/10/2023		D			5,007,328(6)	(5)	(5)	Class A common stock	5,007,328	$21.05	14,642,698	I	By Berkshire Fund VIII, L.P.(6)
LLC Units of PHD Group Holdings LLC	(5)	03/10/2023		D			137,608(7)	(5)	(5)	Class A common stock	137,608	$21.05	402,419	D
LLC Units of PHD Group Holdings LLC	(5)	03/10/2023		D			453,232(8)	(5)	(5)	Class A common stock	453,232	$21.05	1,325,359	D

1. Name and Address of Reporting Person^*

Berkshire Partners LLC

(Last) (First) (Middle)

200 CLARENDON STREET, 35TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Berkshire Fund VIII-A, L.P.

(Last) (First) (Middle)

200 CLARENDON STREET, 35TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Berkshire Fund VIII, L.P.

(Last) (First) (Middle)

200 CLARENDON STREET, 35TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Berkshire Investors III LLC

(Last) (First) (Middle)

200 CLARENDON STREET, 35TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Berkshire Investors IV LLC

(Last) (First) (Middle)

200 CLARENDON STREET, 35TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Eighth Berkshire Associates LLC

(Last) (First) (Middle)

200 CLARENDON STREET, 35TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Berkshire Partners Holdings LLC

(Last) (First) (Middle)

200 CLARENDON STREET

35TH FLOOR

(Street)

BOSTON MA 02116-5021

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BPSP, L.P.

(Last) (First) (Middle)

200 CLARENDON STREET

35TH FLOOR

(Street)

BOSTON MA 02116-5021

(City) (State) (Zip)

Explanation of Responses:

1. Represents shares of Class A common stock of the Issuer sold by Berkshire Fund VIII-A, L.P. ("VIII-A") to the Issuer pursuant to the Stock and Unit Purchase Agreement, dated as of March 3, 2023 (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 LLC ("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.

2. (Continued 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, 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.

3. Represents 8,131 restricted stock units granted to Richard Lubin and 8,397 restricted stock units granted to Joshua Lutzker on January 18, 2022 for their service on the Board of Directors of the Issuer, 8,000 of which will vest in equal installments on each of October 21, 2023 and October 21, 2024, in each case, subject to the director's continued service with the Issuer through such vesting date and the terms of the directors' applicable award agreements. Any securities issued to Mr. Lubin or Mr. Lutzker for service as a director of the Issuer are held by each of them for the benefit of funds or entities affiliated with BP.

4. (Continued footnote 3) The Reporting Persons disclaim beneficial ownership of such securities, except to the extent of their pecuniary interest therein, and the inclusion of any securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

5. 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.

6. Represents LLC Units of PHD Group Holdings sold by Berkshire Fund VIII, L.P. ("VIII") 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 BP disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein.

7. Represents LLC Units of PHD Group Holdings sold by Berkshire Investors III LLC ("BI III") 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.

8. Represents LLC Units of PHD Group Holdings sold by Berkshire Investors IV LLC ("BI IV") 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.

Remarks:

Each of Joshua Lutzker and Richard Lubin serve on the Board of Directors of the Issuer as a representative of the Reporting Persons, certain of which may be deemed a director by deputization solely for purposes of Section 16 of the Act.

	/s/ See Signatures Included in Exhibit 99.1	03/14/2023
	** Signature of Reporting Person	Date
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