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Berkshire Partners LLC 4

Accession 0000950170-25-055563

CIK 0001871509other

View on SEC.gov Company Profile

Filed

Apr 16, 8:00 PM ET

Accepted

Apr 17, 5:10 PM ET

Size

293.9 KB

Accession

0000950170-25-055563

Insider Transaction Report

Form 4

Period: 2025-04-15

Portillo's Inc.PTLO

Berkshire Fund VIII-A, L.P.

Director10% Owner

Transactions

Award
Class A Common Stock
2025-04-15+17,798→ 64,050 total(indirect: See note)

Holdings

Class A Common Stock
(indirect: By Berkshire Fund VIII-A, L.P.)
3,755,165
LLC Units of PHD Group Holdings LLC
(indirect: By Berkshire Fund VIII, L.P.)
→ Class A Common Stock (5,216,808 underlying)
9,037,513
LLC Units of PHD Group Holdings LLC
→ Class A Common Stock (143,372 underlying)
248,374
LLC Units of PHD Group Holdings LLC
→ Class A Common Stock (472,191 underlying)
818,015

BPSP, L.P.

Director10% Owner

Transactions

Award
Class A Common Stock
2025-04-15+17,798→ 64,050 total(indirect: See note)

Holdings

Class A Common Stock
(indirect: By Berkshire Fund VIII-A, L.P.)
3,755,165
LLC Units of PHD Group Holdings LLC
(indirect: By Berkshire Fund VIII, L.P.)
→ Class A Common Stock (5,216,808 underlying)
9,037,513
LLC Units of PHD Group Holdings LLC
→ Class A Common Stock (472,191 underlying)
818,015
LLC Units of PHD Group Holdings LLC
→ Class A Common Stock (143,372 underlying)
248,374

Berkshire Partners LLC

Director10% Owner

Transactions

Award
Class A Common Stock
2025-04-15+17,798→ 64,050 total(indirect: See note)

Holdings

Class A Common Stock
(indirect: By Berkshire Fund VIII-A, L.P.)
3,755,165
LLC Units of PHD Group Holdings LLC
→ Class A Common Stock (472,191 underlying)
818,015
LLC Units of PHD Group Holdings LLC
(indirect: By Berkshire Fund VIII, L.P.)
→ Class A Common Stock (5,216,808 underlying)
9,037,513
LLC Units of PHD Group Holdings LLC
→ Class A Common Stock (143,372 underlying)
248,374

Berkshire Investors IV LLC

Director10% Owner

Transactions

Award
Class A Common Stock
2025-04-15+17,798→ 64,050 total(indirect: See note)

Holdings

LLC Units of PHD Group Holdings LLC
(indirect: By Berkshire Fund VIII, L.P.)
→ Class A Common Stock (5,216,808 underlying)
9,037,513
LLC Units of PHD Group Holdings LLC
→ Class A Common Stock (143,372 underlying)
248,374
LLC Units of PHD Group Holdings LLC
→ Class A Common Stock (472,191 underlying)
818,015
Class A Common Stock
(indirect: By Berkshire Fund VIII-A, L.P.)
3,755,165

Berkshire Fund VIII, L.P.

Director10% Owner

Transactions

Award
Class A Common Stock
2025-04-15+17,798→ 64,050 total(indirect: See note)

Holdings

LLC Units of PHD Group Holdings LLC
(indirect: By Berkshire Fund VIII, L.P.)
→ Class A Common Stock (5,216,808 underlying)
9,037,513
Class A Common Stock
(indirect: By Berkshire Fund VIII-A, L.P.)
3,755,165
LLC Units of PHD Group Holdings LLC
→ Class A Common Stock (143,372 underlying)
248,374
LLC Units of PHD Group Holdings LLC
→ Class A Common Stock (472,191 underlying)
818,015

Berkshire Partners Holdings LLC

Director10% Owner

Transactions

Award
Class A Common Stock
2025-04-15+17,798→ 64,050 total(indirect: See note)

Holdings

Class A Common Stock
(indirect: By Berkshire Fund VIII-A, L.P.)
3,755,165
LLC Units of PHD Group Holdings LLC
(indirect: By Berkshire Fund VIII, L.P.)
→ Class A Common Stock (5,216,808 underlying)
9,037,513
LLC Units of PHD Group Holdings LLC
→ Class A Common Stock (472,191 underlying)
818,015
LLC Units of PHD Group Holdings LLC
→ Class A Common Stock (143,372 underlying)
248,374

Eighth Berkshire Associates LLC

Director10% Owner

Transactions

Award
Class A Common Stock
2025-04-15+17,798→ 64,050 total(indirect: See note)

Holdings

LLC Units of PHD Group Holdings LLC
→ Class A Common Stock (143,372 underlying)
248,374
Class A Common Stock
(indirect: By Berkshire Fund VIII-A, L.P.)
3,755,165
LLC Units of PHD Group Holdings LLC
(indirect: By Berkshire Fund VIII, L.P.)
→ Class A Common Stock (5,216,808 underlying)
9,037,513
LLC Units of PHD Group Holdings LLC
→ Class A Common Stock (472,191 underlying)
818,015

Berkshire Investors III LLC

Director10% Owner

Transactions

Award
Class A Common Stock
2025-04-15+17,798→ 64,050 total(indirect: See note)

Holdings

LLC Units of PHD Group Holdings LLC
→ Class A Common Stock (472,191 underlying)
818,015
Class A Common Stock
(indirect: By Berkshire Fund VIII-A, L.P.)
3,755,165
LLC Units of PHD Group Holdings LLC
(indirect: By Berkshire Fund VIII, L.P.)
→ Class A Common Stock (5,216,808 underlying)
9,037,513
LLC Units of PHD Group Holdings LLC
→ Class A Common Stock (143,372 underlying)
248,374

Footnotes (7)

[F1]Represents restricted stock units ("RSUs") granted to Joshua Lutzker on April 15, 2025, for his service on the Issuer's board of directors, which will vest in full on December 31, 2025, subject to Mr. Lutzker's continued service with the Issuer through such vesting date and the terms of the applicable award agreement.
[F2]Any securities issued to Mr. Lutzker or other individuals for service as a director of the Issuer is held for the benefit of funds or entities affiliated with Berkshire Partners LLC ("BP" and such affiliated funds or entities, the "BP Entities"). 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 (the "Act"), or for any other purpose.
[F3]Represents shares of Class A common stock of the Issuer held by Berkshire Fund VIII-A, L.P. ("VIII-A"). 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. 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 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.
[F4]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.
[F5]Represents LLC Units of PHD Group Holdings held by Berkshire Fund VIII, L.P. ("VIII"). 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.
[F6]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.
[F7]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.

Documents

2 files

Issuer

Portillo's Inc.

CIK 0001871509

→

Entity typeother

IncorporatedMA

Related Parties

filerCIK 0001312988

Filing Metadata

Form type: 4
Filed: Apr 16, 8:00 PM ET
Accepted: Apr 17, 5:10 PM ET
Size: 293.9 KB

View on SEC.gov