0000899243-21-041737.txt : 20211027 0000899243-21-041737.hdr.sgml : 20211027 20211027174211 ACCESSION NUMBER: 0000899243-21-041737 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20211025 FILED AS OF DATE: 20211027 DATE AS OF CHANGE: 20211027 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Berkshire Partners LLC CENTRAL INDEX KEY: 0001312988 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40951 FILM NUMBER: 211354141 BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-227-0050 MAIL ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 FORMER NAME: FORMER CONFORMED NAME: Berkshire Partners LLC (d/b/a Stockbridge Investors) DATE OF NAME CHANGE: 20120313 FORMER NAME: FORMER CONFORMED NAME: Berkshire Partners LLC DATE OF NAME CHANGE: 20041229 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Berkshire Investors III LLC CENTRAL INDEX KEY: 0001505184 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40951 FILM NUMBER: 211354138 BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617 227-0050 MAIL ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Berkshire Investors IV LLC CENTRAL INDEX KEY: 0001505185 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40951 FILM NUMBER: 211354137 BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617 227-0050 MAIL ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Berkshire Fund VIII-A, L.P. CENTRAL INDEX KEY: 0001514454 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40951 FILM NUMBER: 211354140 BUSINESS ADDRESS: STREET 1: C/O EIGHTH BERKSHIRE ASSOCIATES LLC STREET 2: 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-227-0050 MAIL ADDRESS: STREET 1: C/O EIGHTH BERKSHIRE ASSOCIATES LLC STREET 2: 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Eighth Berkshire Associates LLC CENTRAL INDEX KEY: 0001888111 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40951 FILM NUMBER: 211354136 BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116-5009 BUSINESS PHONE: (617) 227-0050 MAIL ADDRESS: STREET 1: 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116-5009 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Berkshire Partners Holdings LLC CENTRAL INDEX KEY: 0001597786 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40951 FILM NUMBER: 211354135 BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: (617) 227-0050 MAIL ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BPSP, L.P. CENTRAL INDEX KEY: 0001597787 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40951 FILM NUMBER: 211354134 BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: (617) 227-0050 MAIL ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Berkshire Fund VIII, L.P. CENTRAL INDEX KEY: 0001514470 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40951 FILM NUMBER: 211354139 BUSINESS ADDRESS: STREET 1: C/O EIGHTH BERKSHIRE ASSOCIATES LLC STREET 2: 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-227-0050 MAIL ADDRESS: STREET 1: C/O EIGHTH BERKSHIRE ASSOCIATES LLC STREET 2: 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Portillo's Inc. CENTRAL INDEX KEY: 0001871509 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 871104304 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: C/O THE PORTILLO RESTAURANT GROUP STREET 2: 2001 SPRING ROAD, SUITE 400 CITY: OAK BROOK STATE: IL ZIP: 60523-1903 BUSINESS PHONE: (630) 954-3773 MAIL ADDRESS: STREET 1: C/O THE PORTILLO RESTAURANT GROUP STREET 2: 2001 SPRING ROAD, SUITE 400 CITY: OAK BROOK STATE: IL ZIP: 60523-1903 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-10-25 0 0001871509 Portillo's Inc. PTLO 0001312988 Berkshire Partners LLC 200 CLARENDON STREET, 35TH FLOOR BOSTON MA 02116 1 0 1 0 0001514454 Berkshire Fund VIII-A, L.P. 200 CLARENDON STREET, 35TH FLOOR BOSTON MA 02116 1 0 1 0 0001514470 Berkshire Fund VIII, L.P. 200 CLARENDON STREET, 35TH FLOOR BOSTON MA 02116 1 0 1 0 0001505184 Berkshire Investors III LLC 200 CLARENDON STREET, 35TH FLOOR BOSTON MA 02116 1 0 0 0 0001505185 Berkshire Investors IV LLC 200 CLARENDON STREET, 35TH FLOOR BOSTON MA 02116 1 0 0 0 0001888111 Eighth Berkshire Associates LLC 200 CLARENDON STREET, 35TH FLOOR BOSTON MA 02116 1 0 1 0 0001597786 Berkshire Partners Holdings LLC 200 CLARENDON STREET 35TH FLOOR BOSTON MA 02116-5021 1 0 1 0 0001597787 BPSP, L.P. 200 CLARENDON STREET 35TH FLOOR BOSTON MA 02116-5021 1 0 1 0 Class A common stock 2021-10-25 4 D 0 790763 18.75 D 12343204 I By Berkshire Fund VIII-A, L.P. LLC Units of PHD Group Holdings LLC 18.75 2021-10-25 4 D 0 1903123 D Class A common stock 1903123 29706278 I By Berkshire Fund VIII, L.P. LLC Units of PHD Group Holdings LLC 18.75 2021-10-25 4 D 0 52302 D Class A common stock 52302 816385 D LLC Units of PHD Group Holdings LLC 18.75 2021-10-25 4 D 0 172259 D Class A common stock 172259 2688819 D Represents shares of Class A common stock of the Issuer held by Berkshire Fund VIII-A, L.P. ("VIII-A") following the sale to the Issuer pursuant to the Stock and Unit Purchase Agreement, dated as of October 12, 2021 (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 L.P. ("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. (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, BP, 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. 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. Represents LLC Units of PHD Group Holdings held by Berkshire Fund VIII, L.P. ("VIII") following the sale 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 Berkshire Partners disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein. Represents LLC Units of PHD Group Holdings held by Berkshire Investors III LLC ("BI III") following the sale 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. Represents LLC Units of PHD Group Holdings held by Berkshire Investors IV LLC ("BI IV") following the sale 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. 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 2021-10-27 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT

                                                                    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):                             10/25/2021

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

10/27/2021
------------
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):                             10/25/2021

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

10/27/2021
------------
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):                             10/25/2021

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

10/27/2021
-----------------
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):                             10/25/2021

Designated Filer:                             Berkshire Partners LLC


Signature:

Berkshire Investors III LLC


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

10/27/2021
------------
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):                          10/25/2021

Designated Filer:                          Berkshire Partners LLC


Signature:

Berkshire Investors IV LLC


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

10/27/2021
--------------
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):                          10/25/2021

Designated Filer:                          Berkshire Partners LLC


Signature:

Eighth Berkshire Associates LLC


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

10/27/2021
---------------
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):                          10/25/2021

Designated Filer:                          Berkshire Partners LLC


Signature:

Berkshire Partners Holdings LLC


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

10/27/2021
------------
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):                          10/25/2021

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

10/27/2021
-------------
Date