Michael Miles - 21 Oct 2021 Form 3 Insider Report for Portillo's Inc. (PTLO)

Role
Director
Signature
By: /s/ Susan Shelton, as attorney-in-fact for Michael Miles
Issuer symbol
PTLO
Transactions as of
21 Oct 2021
Transactions value $
$0
Form type
3
Filing time
21 Oct 2021, 19:42:34 UTC
Next filing
28 Feb 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding PTLO Class A common stock 6K 21 Oct 2021 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding PTLO LLC Units of PHD Group Holdings LLC 21 Oct 2021 Class A common stock 294K Direct F2
holding PTLO Stock Option (right to buy) 21 Oct 2021 Class A common stock 554K $5.03 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents restricted stock units subject to time-based vesting granted on October 21, 2021, 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.
F2 Pursuant to the Second Amended and Restated Limited Liability Company Agreement of PHD Group Holdings LLC, 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 Person, 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, are cancelled.
F3 Represents options previously granted on 3/15/2017 pursuant to the Issuer's 2014 Equity Incentive Plan, as amended, which were substituted for options to purchase shares of Class A common stock under the Issuer's 2021 Equity Incentive Plan. The options vest in equal annual installments on each of the first five anniversaries of the grant date.

Remarks:

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