SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Correia Keith M

(Last)

(First)

(Middle)

C/O PORTILLO'S INC.

2001 SPRING ROAD SUITE 400

(Street)

OAK BROOK

60523

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/22/2024

3. Issuer Name and Ticker or Trading Symbol
Portillo's Inc. [ PTLO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Information Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A common stock	6,162⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽²⁾	04/22/2034	Class A common stock	625,000	$12.17	D

Explanation of Responses:

1. Represents restricted stock units subject to time-based vesting granted on April 22, 2024, 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).

	/s/ Kelly M. Kaiser, as attorney-in-fact for Keith M Correia	04/24/2024
	** Signature of Reporting Person	Date
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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.