Sec Form 3 Filing - Berkshire Partners LLC @ Portillo's Inc. - 2021-10-21

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Berkshire Partners LLC 2. Issuer Name and Ticker or Trading Symbol Portillo's Inc. [ PTLO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 200 CLARENDON STREET, 35TH FLOOR, 3. Date of Earliest Transaction (MM/DD/YY) 10/21/2021 (Street) BOSTON, MA02116 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A common stock 13,133,967 ( 1 ) ( 2 ) I By Berkshire Fund VIII-A, L.P. ( 1 ) ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares LLC Units of PHD Group Holdings LLC ( 3 ) ( 3 ) ( 3 ) Class A common stock 31,609,401 ( 4 ) I By Berkshire Fund VIII, L.P. ( 4 ) LLC Units of PHD Group Holdings LLC ( 3 ) ( 3 ) ( 3 ) Class A common stock 868,687 ( 5 ) D LLC Units of PHD Group Holdings LLC ( 3 ) ( 3 ) ( 3 ) Class A common stock 2,861,078 ( 6 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Berkshire Partners LLC 200 CLARENDON STREET, 35TH FLOOR BOSTON, MA02116 X X Berkshire Fund VIII-A, L.P. 200 CLARENDON STREET, 35TH FLOOR BOSTON, MA02116 X X Berkshire Fund VIII, L.P. 200 CLARENDON STREET, 35TH FLOOR BOSTON, MA02116 X X Berkshire Investors III LLC 200 CLARENDON STREET, 35TH FLOOR BOSTON, MA02116 X Berkshire Investors IV LLC 200 CLARENDON STREET, 35TH FLOOR BOSTON, MA02116 X Eighth Berkshire Associates LLC 200 CLARENDON STREET, 35TH FLOOR BOSTON, MA02116 X X Berkshire Partners Holdings LLC 200 CLARENDON STREET 35TH FLOOR BOSTON, MA02116-5021 X X BPSP, L.P. 200 CLARENDON STREET 35TH FLOOR BOSTON, MA02116-5021 X X Signatures By: See Signatures Included in Exhibit 99.1 10/21/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of Class A common stock of the Issuer held by Berkshire Fund VIII-A, L.P. ("VIII-A"), which 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 L.P. ("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 common stock that are beneficially owned by BP. As the general partner of BPSP, BPH may be deemed to beneficially own shares of common stock that are beneficially owned by BPSP. BPH 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"). ( 2 )(continued from footnote 1) Each of BPH, BPSP, VIII-A, 8BA and BP disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein. ( 3 )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) held by 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. At the time of any such exchange, an equal number of shares of Class B common stock of the Issuer held by the Reporting Persons, which have no economic value and entitle holders thereof to one vote per share on all matters on which stockholders of the Issuer are entitled to vote generally, will be cancelled. ( 4 )Represents LLC Units of PHD Group Holdings held by Berkshire Fund VIII, L.P. ("VIII"), which 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 Berkshire Partners disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein. ( 5 )Represents LLC Units of PHD Group Holdings held by Berkshire Investors III LLC ("BI III"). 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. ( 6 )Represents LLC Units of PHD Group Holdings held by Berkshire Investors IV LLC ("BI IV"). 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.

Remarks: Each of Joshua Lutzker and Richard Lubin will serve on the Board of Directors of the Issuer as a representative of the Reporting Persons, certain of which may be deemed a director by deputization solely for purposes of Section 16 of the Act.

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 4(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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