Sec Form 3 Filing - Kaiser Kelly M @ Portillo's Inc. - 2023-09-05

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 Kaiser Kelly M 2. Issuer Name and Ticker or Trading Symbol Portillo's Inc. [ PTLO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) General Counsel and Secretary (Last) (First) (Middle) C/O PORTILLO'S INC., 2001 SPRING ROAD, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 09/05/2023 (Street) OAK BROOK, IL60523 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 4,479 ( 1 ) D

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 Stock Option (right to buy) $ 17.86 ( 2 ) 09/05/2033 Class A common stock 52,173 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kaiser Kelly M C/O PORTILLO'S INC. 2001 SPRING ROAD, SUITE 400 OAK BROOK, IL60523 General Counsel and Secretary Signatures /s/ Susan Shelton, as attorney-in-fact for Kelly M Kaiser 09/08/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents restricted stock units subject to time-based vesting granted on September 5, 2023, one-third of which vest on each of the first three anniversaries of the grant date, subject to the Reporting Person's continued service with the Issuer and the terms of the applicable award agreement. ( 2 )Represents stock options granted pursuant to the Issuer's 2021 Equity Incentive Plan, which vest in installments as follows: (i) one-third on October 21, 2024 if the volume weighted average price of the Class A common stock for any 20 consecutive trading day period (the "20-Day VWAP") between October 21, 2023 and October 20, 2024 is at least $30.00 per share, (ii) one-third on the October 21, 2025 if the 20-Day VWAP between October 21, 2024 and October 20, 2025 is at least $40.00 per share, and (iii) one-third on October 21, 2026 if the 20-Day VWAP between October 21, 2025 and October 20, 2026 is at least $50.00 per share, each subject to adjustment and earlier acceleration or forfeiture.

Remarks: Exhibit 24 - Power of Attorney (incorporated herein by reference).

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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