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Filing Details

Accession Number:: 0000950170-25-076001
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2025-05-21 21:05:51
Reporting Period:: 2025-05-19

Filing Date:: 2025-05-21
Accepted Time:: 2025-05-21 21:05:51
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1871509	Portillo's Inc.	PTLO	()	MA

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1312988	Berkshire Partners Llc	200 Clarendon Street, 35Th Floor Boston MA 02116	No	No	No	No
1505184	Berkshire Investors Iii Llc	200 Clarendon Street 35Th Floor Boston MA 02116-5021	No	No	No	No
1505185	Berkshire Investors Iv Llc	200 Clarendon Street 35Th Floor Boston MA 02116-5021	No	No	No	No
1514454	Berkshire Fund Viii-A, L.p.	200 Clarendon Street 35Th Floor Boston MA 02116-5021	No	No	No	No
1514470	Berkshire Fund Viii, L.p.	200 Clarendon Street 35Th Floor Boston MA 02116-5021	No	No	No	No
1597786	Berkshire Partners Holdings Llc	200 Clarendon Street 35Th Floor Boston MA 02116-5021	No	No	No	No
1597787	Bpsp, L.p.	200 Clarendon Street 35Th Floor Boston MA 02116-5021	No	No	No	No
1886815	Adam Joshua Lutzker	C/O Portillo'S Inc. 2001 Spring Road, Suite 400 Oak Brook IL 60523	No	No	No	No
1888111	Eighth Berkshire Associates Llc	200 Clarendon Street 35Th Floor Boston MA 02116-5021	No	No	No	No

Transaction Summary

Sold:	10,000,000 shares	Avg. Price: $12.23	Total Value: $122,300,000.00
Number of Shares After Transactions:	1,045,630 shares

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2025-05-19	6,521,015	$0.00	6,521,015	No	4	C	Indirect	By Berkshire Fund VIII, L.P.
Class A Common Stock	Disposition	2025-05-19	6,521,015	$12.23	0	No	4	S	Indirect	By Berkshire Fund VIII, L.P.
Class A Common Stock	Acquisiton	2025-05-19	179,210	$0.00	179,210	No	4	C	Indirect	By Berkshire Investors III LLC
Class A Common Stock	Disposition	2025-05-19	179,210	$12.23	0	No	4	S	Indirect	By Berkshire Investors III LLC
Class A Common Stock	Acquisiton	2025-05-19	590,240	$0.00	590,240	No	4	C	Indirect	By Berkshire Investors IV LLC
Class A Common Stock	Disposition	2025-05-19	590,240	$12.23	0	No	4	S	Indirect	By Berkshire Investors IV LLC
Class A Common Stock	Disposition	2025-05-19	2,709,535	$12.23	1,045,630	No	4	S	Indirect	By Berkshire Fund VIII-A, L.P.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	By Berkshire Fund VIII, L.P.
No	4	S	Indirect	By Berkshire Fund VIII, L.P.
No	4	C	Indirect	By Berkshire Investors III LLC
No	4	S	Indirect	By Berkshire Investors III LLC
No	4	C	Indirect	By Berkshire Investors IV LLC
No	4	S	Indirect	By Berkshire Investors IV LLC
No	4	S	Indirect	By Berkshire Fund VIII-A, L.P.

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	LLC Units of PHD Group Holdings LLC	Disposition	2025-05-19	6,521,015	$0.00	6,521,015	$0.00
Class A Common Stock	LLC Units of PHD Group Holdings LLC	Disposition	2025-05-19	179,210	$0.00	179,210	$0.00
Class A Common Stock	LLC Units of PHD Group Holdings LLC	Disposition	2025-05-19	590,240	$0.00	590,240	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2,516,498	No	4	C	Indirect
69,164	No	4	C	Indirect
227,775	No	4	C	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	64,050	Indirect	See note

Footnotes

On May 19, 2025, the following funds or entities affiliated with Berkshire Partners LLC ("BP") sold shares of Class A common stock of the Issuer in a block trade pursuant to Rule 144 as follows: 6,521,015 by Berkshire Fund VIII, L.P. ("VIII"); 179,210 by Berkshire Investors III LLC ("BI III"); 590,240 by Berkshire Investors IV LLC ("BI IV"); and 2,709,535 by Berkshire Fund VIII-A, L.P. ("VIII-A").
Securities held by VIII 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 BP, its investment adviser.
Securities held by VIII-A may be deemed to be beneficially owned by BPH; BPSP; 8BA, its general partner; and 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.
Represents restricted stock units granted to Joshua Lutzker for his service on the Board of Directors of the Issuer. Any securities that have been issued to Mr. Lutzker, and may be issued to Mr. Lutzker in the future, for service as a director are held by each of them for the benefit of funds or entities affiliated with BP.
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 as set forth therein. The LLC Units have no expiration date.
Joshua Lutzker is a Managing Director of BP and has a pecuniary interest in certain of the securities held by the other Reporting Persons by virtue of his position at BP and certain affiliated funds and entities. Each of the Reporting Persons, including Mr. Lutzker, disclaims beneficial ownership of any securities reported in this Form 4 except to the extent of their respective pecuniary interests therein. The inclusion of any securities in this Form 4 shall not be deemed an admission of beneficial ownership of the reported securities for purposes of the Act or for any other purpose. Certain of the Reporting Persons may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) under the Act.