0000899243-23-008413.txt : 20230314 0000899243-23-008413.hdr.sgml : 20230314 20230314162721 ACCESSION NUMBER: 0000899243-23-008413 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230310 FILED AS OF DATE: 20230314 DATE AS OF CHANGE: 20230314 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lutzker Joshua Adam CENTRAL INDEX KEY: 0001886815 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40951 FILM NUMBER: 23731397 MAIL ADDRESS: STREET 1: C/O PORTILLO'S HOT DOGS, LLC STREET 2: 2001 SPRING ROAD, SUITE 400 CITY: OAK BROOK STATE: IL ZIP: 60523-1903 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 2023-03-10 0 0001871509 Portillo's Inc. PTLO 0001886815 Lutzker Joshua Adam C/O PORTILLO'S INC. 2001 SPRING ROAD, SUITE 400 OAK BROOK IL 60523 1 0 0 0 Class A common stock 2023-03-10 4 D 0 2080584 21.05 D 6084168 I By Berkshire Fund VIII-A, L.P. Class A common stock 8397 I See note LLC Units of PHD Group Holdings LLC 2023-03-10 4 D 0 5007328 21.05 D Class A common stock 5007328 14642698 I By Berkshire Fund VIII, L.P. LLC Units of PHD Group Holdings LLC 2023-03-10 4 D 0 137608 21.05 D Class A common stock 137608 402419 D LLC Units of PHD Group Holdings LLC 2023-03-10 4 D 0 453232 21.05 D Class A common stock 453232 1325359 D 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 March 3, 2023 (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 restricted stock units granted on January 18, 2022 for the Reporting Person's service on the Board of Directors of the Issuer, 4,000 of which will vest in equal installments on each of October 21, 2023 and October 21, 2024, subject to the director's continued service with the Issuer through such vesting date and the terms of the applicable award agreement. Any securities issued to the Reporting Person for service as a director of the Issuer are held by the Reporting Person for the benefit of funds or entities affiliated with BP. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of the Reporting Person's 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 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. 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. 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. /s/ Joshua Adam Lutzker 2023-03-14