0000899243-21-041044.txt : 20211021 0000899243-21-041044.hdr.sgml : 20211021 20211021194545 ACCESSION NUMBER: 0000899243-21-041044 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20211021 FILED AS OF DATE: 20211021 DATE AS OF CHANGE: 20211021 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Scarpino Nicholas Anthony CENTRAL INDEX KEY: 0001887459 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40951 FILM NUMBER: 211338322 MAIL ADDRESS: STREET 1: C/O PORTILLO'S HOT DOGS, LLC STREET 2: 2001 SPRING ROAD, SUITE 400 CITY: OAK BROOK STATE: IL ZIP: 60523-1903 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Portillo's Inc. CENTRAL INDEX KEY: 0001871509 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 871104304 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: C/O THE PORTILLO RESTAURANT GROUP STREET 2: 2001 SPRING ROAD, SUITE 400 CITY: OAK BROOK STATE: IL ZIP: 60523-1903 BUSINESS PHONE: (630) 954-3773 MAIL ADDRESS: STREET 1: C/O THE PORTILLO RESTAURANT GROUP STREET 2: 2001 SPRING ROAD, SUITE 400 CITY: OAK BROOK STATE: IL ZIP: 60523-1903 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-10-21 0 0001871509 Portillo's Inc. PTLO 0001887459 Scarpino Nicholas Anthony C/O PORTILLO'S INC. 2001 SPRING ROAD, SUITE 400 OAK BROOK IL 60523 0 1 0 0 See Remarks Class A common stock 10700 D Stock Option (right to buy) 20.00 2031-10-21 Class A common stock 44327 D Stock Option (right to buy) 5.45 2025-01-05 Class A common stock 18373 D Stock Option (right to buy) 3.30 2025-01-05 Class A common stock 165355 D 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. Represents stock options granted in connection with the Issuer's initial public offering (the "IPO") and pursuant to the Issuer's 2021 Equity Incentive Plan, which vest in installments as follows: (i) one-third on the third anniversary of the grant date if the volume weighted average price of the Class A common stock for any 20 consecutive trading day period (the "20-Day VWAP") between the second and third anniversaries of the grant date is at least $30.00 per share, (ii) one-third on the fourth anniversary of the grant date if the 20-Day VWAP between the third and fourth anniversaries of the grant date is at least $40.00 per share, and (iii) one-third on the fifth anniversary of the grant date if the 20-Day VWAP between the fourth and fifth anniversaries of the grant date is at least $50.00 per share, each subject to adjustment and earlier acceleration or forfeiture. Represents options previously granted on 1/15/2015 pursuant to the Issuer's 2014 Equity Incentive Plan, 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. Senior VP, Marketing & Off Premise Dining Exhibit 24 - Power of Attorney (incorporated herein by reference). By: /s/ Susan Shelton, as attorney-in-fact for Nick Scarpino 2021-10-21 EX-24 2 attachment1.htm EX-24 DOCUMENT

                               POWER OF ATTORNEY

      Know all by these presents, that the undersigned hereby constitutes each
of Michelle Hook and Susan Shelton, with full power of substitution, the
undersigned's true and lawful attorneys-in-fact to:

   1. prepare, execute in the undersigned's name and on the undersigned's
      behalf, and submit to the U.S. Securities and Exchange Commission (the
      "SEC") a Form ID, including amendments thereto, and any other documents
      necessary or appropriate to obtain codes and passwords enabling the
      undersigned to make electronic filings with the SEC of reports required by
      Section 16(a) of the Securities Exchange Act of 1934 or any rule or
      regulation of the SEC;

   2. execute for and on behalf of the undersigned with respect to Portillo's
      Inc. (the "Company"), Schedules 13D and 13G and Forms 3, 4, and 5 in
      accordance with Sections 13 and 16(a) of the Securities Exchange Act of
      1934 and the rules thereunder;

   3. do and perform any and all acts for and on behalf of the undersigned which
      may be necessary or desirable to complete and execute any such Schedules
      13D or 13G or Form 3, 4, or 5, complete and execute any amendment or
      amendments thereto, and timely file such form with the SEC and any stock
      exchange or similar authority; and

   4. take any other action of any type whatsoever in connection with the
      foregoing which, in the opinion of such attorney-in-fact, may be of
      benefit to, in the best interest of, or legally required by, the
      undersigned, it being understood that the documents executed by such
      attorney-in-fact on behalf of the undersigned pursuant to this Power of
      Attorney shall be in such form and shall contain such terms and conditions
      as such attorney-in-fact may approve in such attorney-in-fact's
      discretion.

      The undersigned hereby grants to each attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming any of the undersigned's responsibilities to comply
with Sections 13 and 16 of the Securities Exchange Act of 1934.

      This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 22nd day of September, 2021.

                                  Very truly yours,


                                               /s/ Nick Scarpino
                                              ---------------------------------
                                              Name: Nick Scarpino