SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* Berkshire Partners LLC (Last) (First) (Middle) 200 CLARENDON STREET, 35TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip)	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)
	3. Date of Earliest Transaction (Month/Day/Year) 05/19/2025
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	05/19/2025		C		6,521,015	A	(5)	6,521,015	I	By Berkshire Fund VIII, L.P.(2)(6)
Class A Common Stock	05/19/2025		S		6,521,015(1)	D	$12.23	0	I	By Berkshire Fund VIII, L.P.(2)(6)
Class A Common Stock	05/19/2025		C		179,210	A	(5)	179,210	I	By Berkshire Investors III LLC(6)
Class A Common Stock	05/19/2025		S		179,210(1)	D	$12.23	0	I	By Berkshire Investors III LLC(6)
Class A Common Stock	05/19/2025		C		590,240	A	(5)	590,240	I	By Berkshire Investors IV LLC(6)
Class A Common Stock	05/19/2025		S		590,240(1)	D	$12.23	0	I	By Berkshire Investors IV LLC(6)
Class A Common Stock	05/19/2025		S		2,709,535(1)	D	$12.23	1,045,630	I	By Berkshire Fund VIII-A, L.P.(3)(6)
Class A Common Stock								64,050(4)	I	See note(6)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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	(5)	05/19/2025		C			6,521,015	(5)	(5)	Class A Common Stock	6,521,015	(5)	2,516,498	I	By Berkshire Fund VIII, L.P.(2)(6)
LLC Units of PHD Group Holdings LLC	(5)	05/19/2025		C			179,210	(5)	(5)	Class A Common Stock	179,210	(5)	69,164	I	By Berkshire Investors III LLC(6)
LLC Units of PHD Group Holdings LLC	(5)	05/19/2025		C			590,240	(5)	(5)	Class A Common Stock	590,240	(5)	227,775	I	By Berkshire Investors IV LLC(6)

1. Name and Address of Reporting Person* Berkshire Partners LLC (Last) (First) (Middle) 200 CLARENDON STREET, 35TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Berkshire Fund VIII-A, L.P. (Last) (First) (Middle) 200 CLARENDON STREET 35TH FLOOR (Street) BOSTON MA 02116-5021 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Berkshire Fund VIII, L.P. (Last) (First) (Middle) 200 CLARENDON STREET 35TH FLOOR (Street) BOSTON MA 02116-5021 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Berkshire Investors III LLC (Last) (First) (Middle) 200 CLARENDON STREET 35TH FLOOR (Street) BOSTON MA 02116-5021 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Berkshire Investors IV LLC (Last) (First) (Middle) 200 CLARENDON STREET 35TH FLOOR (Street) BOSTON MA 02116-5021 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Eighth Berkshire Associates LLC (Last) (First) (Middle) 200 CLARENDON STREET 35TH FLOOR (Street) BOSTON MA 02116-5021 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Berkshire Partners Holdings LLC (Last) (First) (Middle) 200 CLARENDON STREET 35TH FLOOR (Street) BOSTON MA 02116-5021 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BPSP, L.P. (Last) (First) (Middle) 200 CLARENDON STREET 35TH FLOOR (Street) BOSTON MA 02116-5021 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Lutzker Joshua Adam (Last) (First) (Middle) C/O PORTILLO'S INC. 2001 SPRING ROAD, SUITE 400 (Street) OAK BROOK IL 60523 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. On May 19, 2025, the following funds or entities affiliated with Berkshire Partners LLC ("BP") sold shares of Class A common stock of the Issuer in a block trade pursuant to Rule 144 as follows: 6,521,015 by Berkshire Fund VIII, L.P. ("VIII"); 179,210 by Berkshire Investors III LLC ("BI III"); 590,240 by Berkshire Investors IV LLC ("BI IV"); and 2,709,535 by Berkshire Fund VIII-A, L.P. ("VIII-A").

2. Securities held by VIII 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 BP, its investment adviser.

3. Securities held by VIII-A may be deemed to be beneficially owned by BPH; BPSP; 8BA, its general partner; and 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.

4. Represents restricted stock units granted to Joshua Lutzker for his service on the Board of Directors of the Issuer. Any securities that have been issued to Mr. Lutzker, and may be issued to Mr. Lutzker in the future, for service as a director are held by each of them for the benefit of funds or entities affiliated with BP.

5. 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 as set forth therein. The LLC Units have no expiration date.

6. Joshua Lutzker is a Managing Director of BP and has a pecuniary interest in certain of the securities held by the other Reporting Persons by virtue of his position at BP and certain affiliated funds and entities. Each of the Reporting Persons, including Mr. Lutzker, disclaims beneficial ownership of any securities reported in this Form 4 except to the extent of their respective pecuniary interests therein. The inclusion of any securities in this Form 4 shall not be deemed an admission of beneficial ownership of the reported securities for purposes of the Act or for any other purpose. Certain of the Reporting Persons may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) under the Act.

	/s/ See Signatures Included in Exhibit 99.1	05/21/2025
	** Signature of Reporting Person	Date
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