SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Ellis Michael K (Last) (First) (Middle) C/O PORTILLO'S INC. 2001 SPRING ROAD, SUITE 400 (Street) OAK BROOK IL 60523 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/29/2022	3. Issuer Name and Ticker or Trading Symbol Portillo's Inc. [ PTLO ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Development Officer	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A common stock	13,969(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	(2)	08/29/2032	Class A common stock	68,095	$22.19	D

Explanation of Responses:

1. Represents restricted stock units subject to time-based vesting granted on August 29, 2022, one-third of which vest on each of the first three anniversaries of the grant date, subject to the Reporting Person's continued service with the Issuer and the terms of the applicable award agreement.

2. Represents stock options granted pursuant to the Issuer's 2021 Equity Incentive Plan, which vest in installments as follows: (i) one-third on the third anniversary of the grant date if the volume weighted average price of the Class A common stock for any 20 consecutive trading day period (the "20-Day VWAP") between the second and third anniversaries of the grant date is at least $30.00 per share, (ii) one-third on the fourth anniversary of the grant date if the 20-Day VWAP between the third and fourth anniversaries of the grant date is at least $40.00 per share, and (iii) one-third on the fifth anniversary of the grant date if the 20-Day VWAP between the fourth and fifth anniversaries of the grant date is at least $50.00 per share, each subject to adjustment and earlier acceleration or forfeiture.

Remarks:

Exhibit 24 - Power of Attorney (incorporated herein by reference).

	/s/ Susan Shelton, as attorney-in-fact for Michael K. Ellis	08/29/2022
	** 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 5 (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).
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