4//SEC Filing
Lutzker Joshua Adam 4
Accession 0000950170-24-027206
CIK 0001871509other
Filed
Mar 5, 7:00 PM ET
Accepted
Mar 6, 4:30 PM ET
Size
16.4 KB
Accession
0000950170-24-027206
Insider Transaction Report
Form 4
Portillo's Inc.PTLO
Lutzker Joshua Adam
Director
Transactions
- Disposition to Issuer
Class A common stock
2024-03-04$14.37/sh−2,167,629$31,148,829→ 3,755,165 total(indirect: By Berkshire Fund VIII-A, L.P.) - Disposition to Issuer
LLC Units of PHD Group Holdings LLC
2024-03-04$14.37/sh−143,372$2,060,256→ 248,374 total→ Class A common stock (143,372 underlying) - Disposition to Issuer
LLC Units of PHD Group Holdings LLC
2024-03-04$14.37/sh−5,216,808$74,965,531→ 9,037,513 total(indirect: By Berkshire Fund VIII, L.P.)→ Class A common stock (5,216,808 underlying) - Disposition to Issuer
LLC Units of PHD Group Holdings LLC
2024-03-04$14.37/sh−472,191$6,785,385→ 818,015 total→ Class A common stock (472,191 underlying)
Holdings
- 18,733(indirect: See note)
Class A common stock
Footnotes (7)
- [F1]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.
- [F2](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.
- [F3]Represents restricted stock units granted to the Reporting Person's service on the Board of Directors of the Issuer, 2,000 of which will vest on October 21, 2024, subject to the director's continued service through such vesting date and the terms of the applicable award agreement. Any securities issued to the Reporting Person for service as a director 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 Act or for any other purpose.
- [F4]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.
- [F5]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.
- [F6]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.
- [F7]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.
Documents
Issuer
Portillo's Inc.
CIK 0001871509
Entity typeother
Related Parties
1- filerCIK 0001886815
Filing Metadata
- Form type
- 4
- Filed
- Mar 5, 7:00 PM ET
- Accepted
- Mar 6, 4:30 PM ET
- Size
- 16.4 KB