4//SEC Filing
Berkshire Partners LLC 4
Accession 0000950170-25-076001
CIK 0001871509other
Filed
May 20, 8:00 PM ET
Accepted
May 21, 9:05 PM ET
Size
294.8 KB
Accession
0000950170-25-076001
Insider Transaction Report
Form 4
Portillo's Inc.PTLO
Berkshire Investors IV LLC
Director10% Owner
Transactions
- Conversion
Class A Common Stock
2025-05-19+6,521,015→ 6,521,015 total(indirect: By Berkshire Fund VIII, L.P.) - Conversion
Class A Common Stock
2025-05-19+179,210→ 179,210 total(indirect: By LLC) - Sale
Class A Common Stock
2025-05-19$12.23/sh−2,709,535$33,137,613→ 1,045,630 total(indirect: By Berkshire Fund VIII-A, L.P.) - Conversion
LLC Units of PHD Group Holdings LLC
2025-05-19−6,521,015→ 2,516,498 total(indirect: By Berkshire Fund VIII, L.P.)→ Class A Common Stock (6,521,015 underlying) - Conversion
LLC Units of PHD Group Holdings LLC
2025-05-19−590,240→ 227,775 total(indirect: By LLC)→ Class A Common Stock (590,240 underlying) - Sale
Class A Common Stock
2025-05-19$12.23/sh−6,521,015$79,752,013→ 0 total(indirect: By Berkshire Fund VIII, L.P.) - Conversion
Class A Common Stock
2025-05-19+590,240→ 590,240 total(indirect: By LLC) - Sale
Class A Common Stock
2025-05-19$12.23/sh−179,210$2,191,738→ 0 total(indirect: By LLC) - Sale
Class A Common Stock
2025-05-19$12.23/sh−590,240$7,218,635→ 0 total(indirect: By LLC) - Conversion
LLC Units of PHD Group Holdings LLC
2025-05-19−179,210→ 69,164 total(indirect: By LLC)→ Class A Common Stock (179,210 underlying)
Holdings
- 64,050(indirect: See note)
Class A Common Stock
Eighth Berkshire Associates LLC
Director10% Owner
Transactions
- Conversion
Class A Common Stock
2025-05-19+6,521,015→ 6,521,015 total(indirect: By Berkshire Fund VIII, L.P.) - Conversion
Class A Common Stock
2025-05-19+179,210→ 179,210 total(indirect: By LLC) - Sale
Class A Common Stock
2025-05-19$12.23/sh−179,210$2,191,738→ 0 total(indirect: By LLC) - Sale
Class A Common Stock
2025-05-19$12.23/sh−2,709,535$33,137,613→ 1,045,630 total(indirect: By Berkshire Fund VIII-A, L.P.) - Sale
Class A Common Stock
2025-05-19$12.23/sh−6,521,015$79,752,013→ 0 total(indirect: By Berkshire Fund VIII, L.P.) - Conversion
Class A Common Stock
2025-05-19+590,240→ 590,240 total(indirect: By LLC) - Conversion
LLC Units of PHD Group Holdings LLC
2025-05-19−590,240→ 227,775 total(indirect: By LLC)→ Class A Common Stock (590,240 underlying) - Sale
Class A Common Stock
2025-05-19$12.23/sh−590,240$7,218,635→ 0 total(indirect: By LLC) - Conversion
LLC Units of PHD Group Holdings LLC
2025-05-19−6,521,015→ 2,516,498 total(indirect: By Berkshire Fund VIII, L.P.)→ Class A Common Stock (6,521,015 underlying) - Conversion
LLC Units of PHD Group Holdings LLC
2025-05-19−179,210→ 69,164 total(indirect: By LLC)→ Class A Common Stock (179,210 underlying)
Holdings
- 64,050(indirect: See note)
Class A Common Stock
Berkshire Partners Holdings LLC
Director10% Owner
Transactions
- Conversion
LLC Units of PHD Group Holdings LLC
2025-05-19−590,240→ 227,775 total(indirect: By LLC)→ Class A Common Stock (590,240 underlying) - Sale
Class A Common Stock
2025-05-19$12.23/sh−6,521,015$79,752,013→ 0 total(indirect: By Berkshire Fund VIII, L.P.) - Conversion
Class A Common Stock
2025-05-19+590,240→ 590,240 total(indirect: By LLC) - Conversion
LLC Units of PHD Group Holdings LLC
2025-05-19−179,210→ 69,164 total(indirect: By LLC)→ Class A Common Stock (179,210 underlying) - Sale
Class A Common Stock
2025-05-19$12.23/sh−179,210$2,191,738→ 0 total(indirect: By LLC) - Sale
Class A Common Stock
2025-05-19$12.23/sh−2,709,535$33,137,613→ 1,045,630 total(indirect: By Berkshire Fund VIII-A, L.P.) - Conversion
LLC Units of PHD Group Holdings LLC
2025-05-19−6,521,015→ 2,516,498 total(indirect: By Berkshire Fund VIII, L.P.)→ Class A Common Stock (6,521,015 underlying) - Conversion
Class A Common Stock
2025-05-19+179,210→ 179,210 total(indirect: By LLC) - Sale
Class A Common Stock
2025-05-19$12.23/sh−590,240$7,218,635→ 0 total(indirect: By LLC) - Conversion
Class A Common Stock
2025-05-19+6,521,015→ 6,521,015 total(indirect: By Berkshire Fund VIII, L.P.)
Holdings
- 64,050(indirect: See note)
Class A Common Stock
Lutzker Joshua Adam
Director
Transactions
- Conversion
LLC Units of PHD Group Holdings LLC
2025-05-19−179,210→ 69,164 total(indirect: By LLC)→ Class A Common Stock (179,210 underlying) - Conversion
Class A Common Stock
2025-05-19+6,521,015→ 6,521,015 total(indirect: By Berkshire Fund VIII, L.P.) - Sale
Class A Common Stock
2025-05-19$12.23/sh−179,210$2,191,738→ 0 total(indirect: By LLC) - Sale
Class A Common Stock
2025-05-19$12.23/sh−2,709,535$33,137,613→ 1,045,630 total(indirect: By Berkshire Fund VIII-A, L.P.) - Conversion
Class A Common Stock
2025-05-19+590,240→ 590,240 total(indirect: By LLC) - Conversion
LLC Units of PHD Group Holdings LLC
2025-05-19−6,521,015→ 2,516,498 total(indirect: By Berkshire Fund VIII, L.P.)→ Class A Common Stock (6,521,015 underlying) - Conversion
LLC Units of PHD Group Holdings LLC
2025-05-19−590,240→ 227,775 total(indirect: By LLC)→ Class A Common Stock (590,240 underlying) - Sale
Class A Common Stock
2025-05-19$12.23/sh−6,521,015$79,752,013→ 0 total(indirect: By Berkshire Fund VIII, L.P.) - Conversion
Class A Common Stock
2025-05-19+179,210→ 179,210 total(indirect: By LLC) - Sale
Class A Common Stock
2025-05-19$12.23/sh−590,240$7,218,635→ 0 total(indirect: By LLC)
Holdings
- 64,050(indirect: See note)
Class A Common Stock
Berkshire Partners LLC
Director10% Owner
Transactions
- Conversion
Class A Common Stock
2025-05-19+6,521,015→ 6,521,015 total(indirect: By Berkshire Fund VIII, L.P.) - Conversion
Class A Common Stock
2025-05-19+179,210→ 179,210 total(indirect: By LLC) - Sale
Class A Common Stock
2025-05-19$12.23/sh−179,210$2,191,738→ 0 total(indirect: By LLC) - Conversion
Class A Common Stock
2025-05-19+590,240→ 590,240 total(indirect: By LLC) - Conversion
LLC Units of PHD Group Holdings LLC
2025-05-19−179,210→ 69,164 total(indirect: By LLC)→ Class A Common Stock (179,210 underlying) - Sale
Class A Common Stock
2025-05-19$12.23/sh−6,521,015$79,752,013→ 0 total(indirect: By Berkshire Fund VIII, L.P.) - Sale
Class A Common Stock
2025-05-19$12.23/sh−590,240$7,218,635→ 0 total(indirect: By LLC) - Sale
Class A Common Stock
2025-05-19$12.23/sh−2,709,535$33,137,613→ 1,045,630 total(indirect: By Berkshire Fund VIII-A, L.P.) - Conversion
LLC Units of PHD Group Holdings LLC
2025-05-19−6,521,015→ 2,516,498 total(indirect: By Berkshire Fund VIII, L.P.)→ Class A Common Stock (6,521,015 underlying) - Conversion
LLC Units of PHD Group Holdings LLC
2025-05-19−590,240→ 227,775 total(indirect: By LLC)→ Class A Common Stock (590,240 underlying)
Holdings
- 64,050(indirect: See note)
Class A Common Stock
Berkshire Fund VIII-A, L.P.
Director10% Owner
Transactions
- Sale
Class A Common Stock
2025-05-19$12.23/sh−6,521,015$79,752,013→ 0 total(indirect: By Berkshire Fund VIII, L.P.) - Conversion
Class A Common Stock
2025-05-19+6,521,015→ 6,521,015 total(indirect: By Berkshire Fund VIII, L.P.) - Sale
Class A Common Stock
2025-05-19$12.23/sh−179,210$2,191,738→ 0 total(indirect: By LLC) - Conversion
Class A Common Stock
2025-05-19+590,240→ 590,240 total(indirect: By LLC) - Sale
Class A Common Stock
2025-05-19$12.23/sh−590,240$7,218,635→ 0 total(indirect: By LLC) - Sale
Class A Common Stock
2025-05-19$12.23/sh−2,709,535$33,137,613→ 1,045,630 total(indirect: By Berkshire Fund VIII-A, L.P.) - Conversion
Class A Common Stock
2025-05-19+179,210→ 179,210 total(indirect: By LLC) - Conversion
LLC Units of PHD Group Holdings LLC
2025-05-19−590,240→ 227,775 total(indirect: By LLC)→ Class A Common Stock (590,240 underlying) - Conversion
LLC Units of PHD Group Holdings LLC
2025-05-19−179,210→ 69,164 total(indirect: By LLC)→ Class A Common Stock (179,210 underlying) - Conversion
LLC Units of PHD Group Holdings LLC
2025-05-19−6,521,015→ 2,516,498 total(indirect: By Berkshire Fund VIII, L.P.)→ Class A Common Stock (6,521,015 underlying)
Holdings
- 64,050(indirect: See note)
Class A Common Stock
Berkshire Investors III LLC
Director10% Owner
Transactions
- Conversion
LLC Units of PHD Group Holdings LLC
2025-05-19−179,210→ 69,164 total(indirect: By LLC)→ Class A Common Stock (179,210 underlying) - Conversion
LLC Units of PHD Group Holdings LLC
2025-05-19−590,240→ 227,775 total(indirect: By LLC)→ Class A Common Stock (590,240 underlying) - Conversion
Class A Common Stock
2025-05-19+6,521,015→ 6,521,015 total(indirect: By Berkshire Fund VIII, L.P.) - Sale
Class A Common Stock
2025-05-19$12.23/sh−179,210$2,191,738→ 0 total(indirect: By LLC) - Sale
Class A Common Stock
2025-05-19$12.23/sh−590,240$7,218,635→ 0 total(indirect: By LLC) - Conversion
LLC Units of PHD Group Holdings LLC
2025-05-19−6,521,015→ 2,516,498 total(indirect: By Berkshire Fund VIII, L.P.)→ Class A Common Stock (6,521,015 underlying) - Sale
Class A Common Stock
2025-05-19$12.23/sh−6,521,015$79,752,013→ 0 total(indirect: By Berkshire Fund VIII, L.P.) - Conversion
Class A Common Stock
2025-05-19+590,240→ 590,240 total(indirect: By LLC) - Sale
Class A Common Stock
2025-05-19$12.23/sh−2,709,535$33,137,613→ 1,045,630 total(indirect: By Berkshire Fund VIII-A, L.P.) - Conversion
Class A Common Stock
2025-05-19+179,210→ 179,210 total(indirect: By LLC)
Holdings
- 64,050(indirect: See note)
Class A Common Stock
Berkshire Fund VIII, L.P.
Director10% Owner
Transactions
- Sale
Class A Common Stock
2025-05-19$12.23/sh−2,709,535$33,137,613→ 1,045,630 total(indirect: By Berkshire Fund VIII-A, L.P.) - Sale
Class A Common Stock
2025-05-19$12.23/sh−6,521,015$79,752,013→ 0 total(indirect: By Berkshire Fund VIII, L.P.) - Conversion
Class A Common Stock
2025-05-19+6,521,015→ 6,521,015 total(indirect: By Berkshire Fund VIII, L.P.) - Conversion
Class A Common Stock
2025-05-19+590,240→ 590,240 total(indirect: By LLC) - Conversion
Class A Common Stock
2025-05-19+179,210→ 179,210 total(indirect: By LLC) - Sale
Class A Common Stock
2025-05-19$12.23/sh−590,240$7,218,635→ 0 total(indirect: By LLC) - Conversion
LLC Units of PHD Group Holdings LLC
2025-05-19−179,210→ 69,164 total(indirect: By LLC)→ Class A Common Stock (179,210 underlying) - Sale
Class A Common Stock
2025-05-19$12.23/sh−179,210$2,191,738→ 0 total(indirect: By LLC) - Conversion
LLC Units of PHD Group Holdings LLC
2025-05-19−6,521,015→ 2,516,498 total(indirect: By Berkshire Fund VIII, L.P.)→ Class A Common Stock (6,521,015 underlying) - Conversion
LLC Units of PHD Group Holdings LLC
2025-05-19−590,240→ 227,775 total(indirect: By LLC)→ Class A Common Stock (590,240 underlying)
Holdings
- 64,050(indirect: See note)
Class A Common Stock
BPSP, L.P.
Director10% Owner
Transactions
- Conversion
Class A Common Stock
2025-05-19+179,210→ 179,210 total(indirect: By LLC) - Sale
Class A Common Stock
2025-05-19$12.23/sh−590,240$7,218,635→ 0 total(indirect: By LLC) - Conversion
LLC Units of PHD Group Holdings LLC
2025-05-19−590,240→ 227,775 total(indirect: By LLC)→ Class A Common Stock (590,240 underlying) - Conversion
Class A Common Stock
2025-05-19+6,521,015→ 6,521,015 total(indirect: By Berkshire Fund VIII, L.P.) - Sale
Class A Common Stock
2025-05-19$12.23/sh−6,521,015$79,752,013→ 0 total(indirect: By Berkshire Fund VIII, L.P.) - Sale
Class A Common Stock
2025-05-19$12.23/sh−2,709,535$33,137,613→ 1,045,630 total(indirect: By Berkshire Fund VIII-A, L.P.) - Conversion
Class A Common Stock
2025-05-19+590,240→ 590,240 total(indirect: By LLC) - Conversion
LLC Units of PHD Group Holdings LLC
2025-05-19−6,521,015→ 2,516,498 total(indirect: By Berkshire Fund VIII, L.P.)→ Class A Common Stock (6,521,015 underlying) - Conversion
LLC Units of PHD Group Holdings LLC
2025-05-19−179,210→ 69,164 total(indirect: By LLC)→ Class A Common Stock (179,210 underlying) - Sale
Class A Common Stock
2025-05-19$12.23/sh−179,210$2,191,738→ 0 total(indirect: By LLC)
Holdings
- 64,050(indirect: See note)
Class A Common Stock
Footnotes (6)
- [F1]On May 19, 2025, the following funds or entities affiliated with Berkshire Partners LLC ("BP") sold shares of Class A common stock of the Issuer in a block trade pursuant to Rule 144 as follows: 6,521,015 by Berkshire Fund VIII, L.P. ("VIII"); 179,210 by Berkshire Investors III LLC ("BI III"); 590,240 by Berkshire Investors IV LLC ("BI IV"); and 2,709,535 by Berkshire Fund VIII-A, L.P. ("VIII-A").
- [F2]Securities held by VIII 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 BP, its investment adviser.
- [F3]Securities held by VIII-A may be deemed to be beneficially owned by BPH; BPSP; 8BA, its general partner; and 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. 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.
- [F4]Represents restricted stock units granted to Joshua Lutzker for his service on the Board of Directors of the Issuer. Any securities that have been issued to Mr. Lutzker, and may be issued to Mr. Lutzker in the future, for service as a director are held by each of them for the benefit of funds or entities affiliated with BP.
- [F5]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 as set forth therein. The LLC Units have no expiration date.
- [F6]Joshua Lutzker is a Managing Director of BP and has a pecuniary interest in certain of the securities held by the other Reporting Persons by virtue of his position at BP and certain affiliated funds and entities. Each of the Reporting Persons, including Mr. Lutzker, disclaims beneficial ownership of any securities reported in this Form 4 except to the extent of their respective pecuniary interests therein. The inclusion of any securities in this Form 4 shall not be deemed an admission of beneficial ownership of the reported securities for purposes of the Act or for any other purpose. Certain of the Reporting Persons may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) under the Act.
Documents
Issuer
Portillo's Inc.
CIK 0001871509
Entity typeother
IncorporatedMA
Related Parties
1- filerCIK 0001312988
Filing Metadata
- Form type
- 4
- Filed
- May 20, 8:00 PM ET
- Accepted
- May 21, 9:05 PM ET
- Size
- 294.8 KB