SEC FORM
4
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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OMB APPROVAL |
OMB Number: |
3235-0287 |
Estimated average burden |
hours per response: |
0.5 |
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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*
200 CLARENDON STREET, 35TH FLOOR |
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(Street)
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2. Issuer Name and Ticker or Trading Symbol
Portillo's Inc.
[ PTLO ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X |
Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year) 01/18/2022
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Form filed by One Reporting Person |
X |
Form filed by More than One Reporting Person |
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
Amount |
(A) or (D) |
Price |
Class A common stock |
01/18/2022 |
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A |
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16,528
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A |
$0.00
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16,528 |
I |
See notes
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Class A common stock |
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12,343,204 |
I |
By Berkshire Fund VIII-A, L.P.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
1. Name and Address of Reporting Person*
200 CLARENDON STREET, 35TH FLOOR |
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(Street)
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1. Name and Address of Reporting Person*
200 CLARENDON STREET, 35TH FLOOR |
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(Street)
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1. Name and Address of Reporting Person*
200 CLARENDON STREET, 35TH FLOOR |
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(Street)
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1. Name and Address of Reporting Person*
200 CLARENDON STREET |
35TH FLOOR |
(Street)
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1. Name and Address of Reporting Person*
200 CLARENDON STREET |
35TH FLOOR |
(Street)
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Explanation of Responses: |
Remarks: |
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/s/ See Signatures Included in Exhibit 99.1 |
01/20/2022 |
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** Signature of Reporting Person |
Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v). |
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
Exhibit 99.1
Joint Filer Information
Name of Joint Filer: Berkshire Partners LLC
Address of Joint Filer: 200 Clarendon Street
35th Floor
Boston, MA 02116-5021
Issuer Name and Ticker or Trading Symbol: Portillo's Inc. [PTLO]
Date of the Earliest Transaction Required
to be Reported (Month/Day/Year): 1/18/2022
Designated Filer: Berkshire Partners LLC
Signature:
Berkshire Partners LLC
By: BPSP, L.P., its managing member
By: Berkshire Partners Holdings LLC, its general partner
/s/
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Name: Sharlyn C. Heslam
Title: Managing Director
1/20/2022
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Date
Joint Filer Information
Name of Joint Filer: Berkshire Fund VIII-A, L.P.
Address of Joint Filer: 200 Clarendon Street
35th Floor
Boston, MA 02116-5021
Issuer Name and Ticker or Trading Symbol: Portillo's Inc. [PTLO]
Date of the Earliest Transaction Required
to be Reported (Month/Day/Year): 1/18/2022
Designated Filer: Berkshire Partners LLC
Signature:
Berkshire Fund VIII-A, L.P.
By Eighth Berkshire Associates LLC,
its general partner
/s/
-------------------------------
Name: Sharlyn C. Heslam
Title: Managing Director
1/20/2022
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Date
Joint Filer Information
Name of Joint Filer: Eighth Berkshire Associates LLC
Address of Joint Filer: 200 Clarendon Street
35th Floor
Boston, MA 02116-5021
Issuer Name and Ticker or Trading Symbol: Portillo's Inc. [PTLO]
Date of the Earliest Transaction Required
to be Reported (Month/Day/Year): 1/18/2022
Designated Filer: Berkshire Partners LLC
Signature:
Eighth Berkshire Associates LLC
/s/
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Name: Sharlyn C. Heslam
Title: Managing Director
1/20/2022
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Date
Joint Filer Information
Name of Joint Filer: Berkshire Partners Holdings LLC
Address of Joint Filer: 200 Clarendon Street
35th Floor
Boston, MA 02116-5021
Issuer Name and Ticker or Trading Symbol: Portillo's Inc. [PTLO]
Date of the Earliest Transaction Required
to be Reported (Month/Day/Year): 1/18/2022
Designated Filer: Berkshire Partners LLC
Signature:
Berkshire Partners Holdings LLC
/s/
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Name: Sharlyn C. Heslam
Title: Managing Director
1/20/2022
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Date
Joint Filer Information
Name of Joint Filer: BPSP, L.P.
Address of Joint Filer: 200 Clarendon Street
35th Floor
Boston, MA 02116-5021
Issuer Name and Ticker or Trading Symbol: Portillo's Inc. [PTLO]
Date of the Earliest Transaction Required
to be Reported (Month/Day/Year): 1/18/2022
Designated Filer: Berkshire Partners LLC
Signature:
BPSP, L.P.
By: Berkshire Partners Holdings LLC, its general partner
/s/
-------------------------------
Name: Sharlyn C. Heslam
Title: Managing Director
1/20/2022
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Date