Form 4 for PTLO Portillo's Inc.
Accepted 2022-09-15 00:00:00 ET · period of report 2022-09-13 · accession 0000899243-22-031151 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DI | 2022-09-15 | 2022-09-13 | PTLO | BPSP, L.P. | Dir, 10% | D - Sale to Iss | $22.74 | -17.3K | 10.25M | -0.2% | -$393.0K |
| DM | 2022-09-15 | 2022-09-13 | PTLO | BPSP, L.P. | Dir, 10% | D - Sale to Iss | $22.74 | -4,908 | 677.6K | -0.7% | -$111.6K |
| DI | 2022-09-15 | 2022-09-13 | PTLO | BPSP, L.P. | Dir, 10% | D - Sale to Iss | $22.74 | -41.6K | 24.66M | -0.2% | -$945.9K |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A common stock | 2022-09-13 | D | D | 17,284 | $22.74 | 10,245,336 | I By Berkshire Fund VIII-A, L.P. | — | — | (F1) 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. (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. |
| 2 | Derivative | LLC Units of PHD Group Holdings LLC | 2022-09-13 | D | D | 3,765 | $22.74 | 2,231,823 | D | — · — to — | 3,765 Class A common stock | (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. 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. |
| 3 | Derivative | LLC Units of PHD Group Holdings LLC | 2022-09-13 | D | D | 41,597 | $22.74 | 24,657,354 | I By Berkshire Fund VIII, L.P. | — · — to — | 41,597 Class A common stock | (F6) 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. (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. 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. |
| 4 | Derivative | LLC Units of PHD Group Holdings LLC | 2022-09-13 | D | D | 1,143 | $22.74 | 677,635 | D | — · — to — | 1,143 Class A common stock | (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. 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. |