0000899243-22-031151.txt : 20220915 0000899243-22-031151.hdr.sgml : 20220915 20220915163530 ACCESSION NUMBER: 0000899243-22-031151 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220913 FILED AS OF DATE: 20220915 DATE AS OF CHANGE: 20220915 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: 221246143 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: 221246140 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: 221246139 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: 221246142 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: 221246138 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: 221246137 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: 221246136 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: 221246141 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: 1225 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 2022-09-13 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 2022-09-13 4 D 0 17284 22.7406 D 10245336 I By Berkshire Fund VIII-A, L.P. Class A common stock 16528 I See note LLC Units of PHD Group Holdings LLC 2022-09-13 4 D 0 41597 22.7406 D Class A common stock 41597 24657354 I By Berkshire Fund VIII, L.P. LLC Units of PHD Group Holdings LLC 2022-09-13 4 D 0 1143 22.7406 D Class A common stock 1143 677635 D LLC Units of PHD Group Holdings LLC 2022-09-13 4 D 0 3765 22.7406 D Class A common stock 3765 2231823 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 August 5, 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. (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. 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, 12,000 of which will vest in equal installments on each of October 21, 2022, 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. (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. 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 BP 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 2022-09-15 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):                           9/13/2022

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

9/15/2022
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):                           9/13/2022

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

9/15/2022
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):                            9/13/2022

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

9/15/2022
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):                            9/13/2022

Designated Filer:                            Berkshire Partners LLC


Signature:

Berkshire Investors III LLC


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

9/15/2022
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):                            9/13/2022

Designated Filer:                            Berkshire Partners LLC


Signature:

Berkshire Investors IV LLC


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

9/15/2022
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):                            9/13/2022

Designated Filer:                            Berkshire Partners LLC


Signature:

Eighth Berkshire Associates LLC


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

9/15/2022
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):                            9/13/2022

Designated Filer:                            Berkshire Partners LLC


Signature:

Berkshire Partners Holdings LLC


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

9/15/2022
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):                            9/13/2022

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

9/15/2022
Date