InsiderTrades

Form 4 for PTLO Portillo's Inc.

Accepted 2023-03-14 00:00:00 ET · period of report 2023-03-10 · accession 0000899243-23-008416 · 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 2023-03-14 2023-03-10 PTLO LUBIN RICHARD K Dir D - Sale to Iss $21.05 -2.08M 6.08M -25% -$43.80M
DM 2023-03-14 2023-03-10 PTLO LUBIN RICHARD K Dir D - Sale to Iss $21.05 -590.8K 1.33M -31% -$12.44M
DI 2023-03-14 2023-03-10 PTLO LUBIN RICHARD K Dir D - Sale to Iss $21.05 -5.01M 14.64M -25% -$105.40M

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#TableSecurityDateCodeA/DSharesPriceOwned afterOwnExercise / expiryUnderlyingFootnotes
1 Common Class A common stock 2023-03-10 D D 2,080,584 $21.05 6,084,168 I By Berkshire Fund VIII-A, L.P. — — (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. 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 (F2) (Continued Footnote 1) 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 2023-03-10 D D 137,608 $21.05 402,419 D — · — to — 137,608 Class A common stock (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. (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.
3 Derivative LLC Units of PHD Group Holdings LLC 2023-03-10 D D 453,232 $21.05 1,325,359 D — · — to — 453,232 Class A common stock (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. (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.
4 Derivative LLC Units of PHD Group Holdings LLC 2023-03-10 D D 5,007,328 $21.05 14,642,698 I By Berkshire Fund VIII, L.P. — · — to — 5,007,328 Class A common stock (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. (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.