Form 4: Portillo's Director Lutzker Reports Sale of Class A Common Stock and LLC Units
SEC Form 4 Filing
Director Joshua Adam Lutzker reports the sale of Class A common stock and LLC Units of PHD Group Holdings by affiliated Berkshire entities to Portillo's Inc.
Summary
- On March 4, 2024, Joshua Adam Lutzker, a director of Portillo's Inc., filed a Form 4 disclosing transactions related to Class A common stock and LLC Units of PHD Group Holdings.
- Berkshire Fund VIII-A, L.P. sold 2,167,629 shares of Class A common stock to Portillo's Inc. at $14.37 per share.
- Berkshire Fund VIII, L.P., Berkshire Investors III LLC, and Berkshire Investors IV LLC sold LLC Units of PHD Group Holdings to the Issuer pursuant to the Purchase Agreement.
- The sales were made pursuant to a Stock and Unit Purchase Agreement dated March 3, 2023.
- Lutzker also holds 18,733 restricted stock units, 2,000 of which will vest on October 21, 2024.
- The reporting person disclaims beneficial ownership of certain securities except to the extent of his pecuniary interest therein.
Sentiment
Score: 5
Explanation: The document is a standard SEC filing reporting transactions by a company insider. It doesn't inherently convey positive or negative sentiment, but rather provides factual information about stock and unit sales.
Industry Context
Form 4 filings are standard disclosures required by the SEC when insiders (directors, officers, and principal stockholders) of a publicly traded company buy or sell the company's securities. This filing indicates changes in ownership and provides transparency to investors.
Related Party Transactions
- The sales of Class A common stock and LLC Units to Portillo's Inc. by entities affiliated with Berkshire Partners are related-party transactions.
Stakeholder Impact
- The sale of shares by Berkshire entities could potentially impact shareholder perception, depending on the size and context of the transaction.
- The transactions do not appear to have a direct impact on employees, customers, suppliers, or creditors.
Key Dates
| Date | Description |
|---|---|
| 03/03/2023 | Date of the Stock and Unit Purchase Agreement |
| 10/20/2021 | Date of the Second Amended and Restated Limited Liability Company Agreement of PHD Group Holdings LLC |
| 03/04/2024 | Date of the reported transactions (sale of stock and LLC Units) |
| 10/21/2024 | Vesting date for 2,000 restricted stock units |
| 03/06/2024 | Date of the report |
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