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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 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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)
11/17/2022
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 11/17/2022 D 2,080,584(1)(2) D $22.69 8,164,752 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) 11/17/2022 D 5,007,328(6) (5) (5) Class A common stock 5,007,328 $22.69 19,650,026 I By Berkshire Fund VIII, L.P.(6)
LLC Units of PHD Group Holdings LLC (5) 11/17/2022 D 137,608(7) (5) (5) Class A common stock 137,608 $22.69 540,027 D
LLC Units of PHD Group Holdings LLC (5) 11/17/2022 D 453,232(8) (5) (5) Class A common stock 453,232 $22.69 1,778,591 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 November 11, 2022 (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 from 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, and 4,528 of which will vest in full on December 31, 2022, 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 from 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 11/21/2022
** 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 Event Requiring this Statement
(Month/Day/Year):                           11/17/2022

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/Sharlyn C. Heslam
-----------------------------
Name:  Sharlyn C. Heslam
Title: Managing Director

11/21/2022
----------
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 Event Requiring this Statement
(Month/Day/Year):                           11/17/2022

Designated Filer:                           Berkshire Partners LLC



Signature:

Berkshire Fund VIII-A, L.P.

By Eighth Berkshire Associates LLC,
its general partner



/s/Sharlyn C. Heslam
-------------------------------
Name: Sharlyn C. Heslam
Title: Managing Director

11/21/2022
----------
Date




                              Joint Filer Information

Name of Joint Filer:                        Berkshire Fund VIII, 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 Event Requiring this Statement
(Month/Day/Year):                           11/17/2022

Designated Filer:                           Berkshire Partners LLC



Signature:

Berkshire Fund VIII, L.P.

By Eighth Berkshire Associates LLC,
its general partner



/s/Sharlyn C. Heslam
------------------------------
Name:  Sharlyn C. Heslam
Title: Managing Director

11/21/2022
----------
Date




                              Joint Filer Information

Name of Joint Filer:                        Berkshire Investors III 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 Event Requiring this Statement
(Month/Day/Year):                           11/17/2022

Designated Filer:                           Berkshire Partners LLC



Signature:

Berkshire Investors III LLC



/s/Sharlyn C. Heslam
-----------------------------
Name:  Sharlyn C. Heslam
Title: Managing Director

11/21/2022
----------
Date



                              Joint Filer Information

Name of Joint Filer:                        Berkshire Investors IV 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 Event Requiring this Statement
(Month/Day/Year):                           11/17/2022

Designated Filer:                           Berkshire Partners LLC



Signature:

Berkshire Investors IV LLC



/s/Sharlyn C. Heslam
------------------------------
Name:  Sharlyn C. Heslam
Title: Managing Director

11/21/2022
----------
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 Event Requiring this Statement
(Month/Day/Year):                           11/17/2022

Designated Filer:                           Berkshire Partners LLC



Signature:

Eighth Berkshire Associates LLC



/s/Sharlyn C. Heslam
-----------------------------
Name:  Sharlyn C. Heslam
Title: Managing Director

11/21/2022
----------
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 Event Requiring this Statement
(Month/Day/Year):                           11/17/2022

Designated Filer:                           Berkshire Partners LLC



Signature:

Berkshire Partners Holdings LLC



/s/Sharlyn C. Heslam
-------------------------------
Name:  Sharlyn C. Heslam
Title: Managing Director

11/21/2022
----------
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 Event Requiring this Statement
(Month/Day/Year):                           11/17/2022

Designated Filer:                           Berkshire Partners LLC



Signature:

BPSP, L.P.

By: Berkshire Partners Holdings LLC, its general partner



/s/Sharlyn C. Heslam
------------------------------
Name:  Sharlyn C. Heslam
Title: Managing Director

11/21/2022
----------
Date