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Nasdaq · USD

PTLO

Portillo's Inc.

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5886
SEC CIK
0001871509
Parsed reports
245

Last 12 months

Inside the activity.

3 purchase rows · 0 sale rows

Disclosed non-derivative P/S rows, by transaction month. Includes amendments and private transactions.
Monthly counts
MonthPurchasesSales
Nov 202500
Dec 202500
Jan 202600
Feb 202600
Mar 202610
Apr 202600
May 202610
Jun 202600
Jul 202600
Aug 202610
Sep 202600
Oct 202600

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Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”

The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.

Transaction dateOwner / reported roleActivity / securityShares / unitsReported priceReported valueDetails
August 16, 2022 Filed Aug 18, 2022 17:26 UTC Disposition to issuerLLC Units of PHD Group Holdings LLC · Derivative 137,608 Not disclosed Strike: $22.74 Not disclosed
Disclosure

SEC source: 0000899243-22-029184 · doc4.xml · derivative · entry 4

Lutzker Joshua Adam · CIK 0001886815 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 678,777

Underlying: Class A common stock · 137,608 shares

Expires not disclosed

F5 · price: 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. The LLC Units have no expiration date. Pursuant to the Purchase Agreement, in connection with the purchases of LLC Units by the Issuer as reported herein, an equal number of shares of Class B common stock of the Issuer held by the Reporting Persons were canceled for no consideration.

F5 · derivative.exercise_date: 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. The LLC Units have no expiration date. Pursuant to the Purchase Agreement, in connection with the purchases of LLC Units by the Issuer as reported herein, an equal number of shares of Class B common stock of the Issuer held by the Reporting Persons were canceled for no consideration.

F5 · derivative.expiration_date: 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. The LLC Units have no expiration date. Pursuant to the Purchase Agreement, in connection with the purchases of LLC Units by the Issuer as reported herein, an equal number of shares of Class B common stock of the Issuer held by the Reporting Persons were canceled for no consideration.

F7 · derivative.underlying_shares: Represents LLC Units of PHD Group Holdings held by Berkshire Investors III LLC ("BI III") following the sale to the Issuer pursuant to the Purchase Agreement. BI III may be deemed to be, but does not admit to being, a member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Act and disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein.

Read SEC document
August 16, 2022 Filed Aug 18, 2022 17:26 UTC Disposition to issuerLLC Units of PHD Group Holdings LLC · Derivative 5,007,328 Not disclosed Strike: $22.74 Not disclosed
Disclosure

SEC source: 0000899243-22-029184 · doc4.xml · derivative · entry 3

Lutzker Joshua Adam · CIK 0001886815 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Berkshire Fund VIII, L.P.

Disclosed balance after: 24,698,951

Underlying: Class A common stock · 5,007,328 shares

Expires not disclosed

F5 · price: 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. The LLC Units have no expiration date. Pursuant to the Purchase Agreement, in connection with the purchases of LLC Units by the Issuer as reported herein, an equal number of shares of Class B common stock of the Issuer held by the Reporting Persons were canceled for no consideration.

F5 · derivative.exercise_date: 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. The LLC Units have no expiration date. Pursuant to the Purchase Agreement, in connection with the purchases of LLC Units by the Issuer as reported herein, an equal number of shares of Class B common stock of the Issuer held by the Reporting Persons were canceled for no consideration.

F5 · derivative.expiration_date: 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. The LLC Units have no expiration date. Pursuant to the Purchase Agreement, in connection with the purchases of LLC Units by the Issuer as reported herein, an equal number of shares of Class B common stock of the Issuer held by the Reporting Persons were canceled for no consideration.

F6 · derivative.underlying_shares: Represents LLC Units of PHD Group Holdings held by Berkshire Fund VIII, L.P. ("VIII") following the sale to the Issuer pursuant to the Purchase Agreement. Such securities may be deemed to be beneficially owned by BPH; BPSP; 8BA, its general partner; and BP, its investment adviser. BPH, BPSP, VIII, 8BA and BP are under common control and may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) of the Act. Each of BPH, BPSP, VIII, 8BA and BP disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein.

F6 · ownership.nature: Represents LLC Units of PHD Group Holdings held by Berkshire Fund VIII, L.P. ("VIII") following the sale to the Issuer pursuant to the Purchase Agreement. Such securities may be deemed to be beneficially owned by BPH; BPSP; 8BA, its general partner; and BP, its investment adviser. BPH, BPSP, VIII, 8BA and BP are under common control and may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) of the Act. Each of BPH, BPSP, VIII, 8BA and BP disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein.

Read SEC document
August 16, 2022 Filed Aug 18, 2022 17:26 UTC Disposition to issuerClass A common stock 2,080,584 $22.74 $47,313,728.51
Disclosure

SEC source: 0000899243-22-029184 · doc4.xml · nonDerivative · entry 1

Lutzker Joshua Adam · CIK 0001886815 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Berkshire Fund VIII-A, L.P.

Disclosed balance after: 10,262,620

F1 · shares: Represents shares of Class A common stock of the Issuer held by Berkshire Fund VIII-A, L.P. ("VIII-A") following the sale to the Issuer pursuant to the Stock and Unit Purchase Agreement, dated as of August 5, 2022 (the "Purchase Agreement"). Such securities 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 Berkshire Partners LLC ("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.

F2 · shares: (Continued from Footnote 1) 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. BPH, BPSP, VIII-A, 8BA and BP are under common control and may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act"). Each of BPH, BPSP, VIII-A, 8BA and BP disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein.

F1 · ownership.nature: Represents shares of Class A common stock of the Issuer held by Berkshire Fund VIII-A, L.P. ("VIII-A") following the sale to the Issuer pursuant to the Stock and Unit Purchase Agreement, dated as of August 5, 2022 (the "Purchase Agreement"). Such securities 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 Berkshire Partners LLC ("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.

F2 · ownership.nature: (Continued from Footnote 1) 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. BPH, BPSP, VIII-A, 8BA and BP are under common control and may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act"). Each of BPH, BPSP, VIII-A, 8BA and BP disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein.

Read SEC document
August 16, 2022 Filed Aug 18, 2022 21:29 UTC
Berkshire Partners LLCDirector · 10% owner
Berkshire Fund VIII-A, L.P.Director · 10% owner
Berkshire Fund VIII, L.P.Director · 10% owner
Eighth Berkshire Associates LLCDirector · 10% owner
Berkshire Partners Holdings LLCDirector · 10% owner
BPSP, L.P.Director · 10% owner
Disposition to issuerLLC Units of PHD Group Holdings LLC · Derivative 453,232 Not disclosed Strike: $22.74 Not disclosed
Disclosure

SEC source: 0000899243-22-029187 · doc4.xml · derivative · entry 5

Berkshire Partners LLC · CIK 0001312988 · Director · 10% owner

Berkshire Fund VIII-A, L.P. · CIK 0001514454 · Director · 10% owner

Berkshire Fund VIII, L.P. · CIK 0001514470 · Director · 10% owner

Berkshire Investors III LLC · CIK 0001505184 · Director

Berkshire Investors IV LLC · CIK 0001505185 · Director

Eighth Berkshire Associates LLC · CIK 0001888111 · Director · 10% owner

Berkshire Partners Holdings LLC · CIK 0001597786 · Director · 10% owner

BPSP, L.P. · CIK 0001597787 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,235,587

Underlying: Class A common stock · 453,232 shares

Expires not disclosed

F5 · price: 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. The LLC Units have no expiration date. Pursuant to the Purchase Agreement, in connection with the purchases of LLC Units by the Issuer as reported herein, an equal number of shares of Class B common stock of the Issuer held by the Reporting Persons were canceled for no consideration.

F5 · derivative.exercise_date: 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. The LLC Units have no expiration date. Pursuant to the Purchase Agreement, in connection with the purchases of LLC Units by the Issuer as reported herein, an equal number of shares of Class B common stock of the Issuer held by the Reporting Persons were canceled for no consideration.

F5 · derivative.expiration_date: 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. The LLC Units have no expiration date. Pursuant to the Purchase Agreement, in connection with the purchases of LLC Units by the Issuer as reported herein, an equal number of shares of Class B common stock of the Issuer held by the Reporting Persons were canceled for no consideration.

F8 · derivative.underlying_shares: Represents LLC Units of PHD Group Holdings held by Berkshire Investors IV LLC ("BI IV") following the sale to the Issuer pursuant to the Purchase Agreement. BI IV may be deemed to be, but does not admit to being, a member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Act and disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein.

Read SEC document
August 16, 2022 Filed Aug 18, 2022 21:29 UTC
Berkshire Partners LLCDirector · 10% owner
Berkshire Fund VIII-A, L.P.Director · 10% owner
Berkshire Fund VIII, L.P.Director · 10% owner
Eighth Berkshire Associates LLCDirector · 10% owner
Berkshire Partners Holdings LLCDirector · 10% owner
BPSP, L.P.Director · 10% owner
Disposition to issuerLLC Units of PHD Group Holdings LLC · Derivative 137,608 Not disclosed Strike: $22.74 Not disclosed
Disclosure

SEC source: 0000899243-22-029187 · doc4.xml · derivative · entry 4

Berkshire Partners LLC · CIK 0001312988 · Director · 10% owner

Berkshire Fund VIII-A, L.P. · CIK 0001514454 · Director · 10% owner

Berkshire Fund VIII, L.P. · CIK 0001514470 · Director · 10% owner

Berkshire Investors III LLC · CIK 0001505184 · Director

Berkshire Investors IV LLC · CIK 0001505185 · Director

Eighth Berkshire Associates LLC · CIK 0001888111 · Director · 10% owner

Berkshire Partners Holdings LLC · CIK 0001597786 · Director · 10% owner

BPSP, L.P. · CIK 0001597787 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 678,777

Underlying: Class A common stock · 137,608 shares

Expires not disclosed

F5 · price: 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. The LLC Units have no expiration date. Pursuant to the Purchase Agreement, in connection with the purchases of LLC Units by the Issuer as reported herein, an equal number of shares of Class B common stock of the Issuer held by the Reporting Persons were canceled for no consideration.

F5 · derivative.exercise_date: 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. The LLC Units have no expiration date. Pursuant to the Purchase Agreement, in connection with the purchases of LLC Units by the Issuer as reported herein, an equal number of shares of Class B common stock of the Issuer held by the Reporting Persons were canceled for no consideration.

F5 · derivative.expiration_date: 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. The LLC Units have no expiration date. Pursuant to the Purchase Agreement, in connection with the purchases of LLC Units by the Issuer as reported herein, an equal number of shares of Class B common stock of the Issuer held by the Reporting Persons were canceled for no consideration.

F7 · derivative.underlying_shares: Represents LLC Units of PHD Group Holdings held by Berkshire Investors III LLC ("BI III") following the sale to the Issuer pursuant to the Purchase Agreement. BI III may be deemed to be, but does not admit to being, a member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Act and disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein.

Read SEC document
August 16, 2022 Filed Aug 18, 2022 21:29 UTC
Berkshire Partners LLCDirector · 10% owner
Berkshire Fund VIII-A, L.P.Director · 10% owner
Berkshire Fund VIII, L.P.Director · 10% owner
Eighth Berkshire Associates LLCDirector · 10% owner
Berkshire Partners Holdings LLCDirector · 10% owner
BPSP, L.P.Director · 10% owner
Disposition to issuerLLC Units of PHD Group Holdings LLC · Derivative 5,007,328 Not disclosed Strike: $22.74 Not disclosed
Disclosure

SEC source: 0000899243-22-029187 · doc4.xml · derivative · entry 3

Berkshire Partners LLC · CIK 0001312988 · Director · 10% owner

Berkshire Fund VIII-A, L.P. · CIK 0001514454 · Director · 10% owner

Berkshire Fund VIII, L.P. · CIK 0001514470 · Director · 10% owner

Berkshire Investors III LLC · CIK 0001505184 · Director

Berkshire Investors IV LLC · CIK 0001505185 · Director

Eighth Berkshire Associates LLC · CIK 0001888111 · Director · 10% owner

Berkshire Partners Holdings LLC · CIK 0001597786 · Director · 10% owner

BPSP, L.P. · CIK 0001597787 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By Berkshire Fund VIII, L.P.

Disclosed balance after: 24,698,951

Underlying: Class A common stock · 5,007,328 shares

Expires not disclosed

F5 · price: 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. The LLC Units have no expiration date. Pursuant to the Purchase Agreement, in connection with the purchases of LLC Units by the Issuer as reported herein, an equal number of shares of Class B common stock of the Issuer held by the Reporting Persons were canceled for no consideration.

F5 · derivative.exercise_date: 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. The LLC Units have no expiration date. Pursuant to the Purchase Agreement, in connection with the purchases of LLC Units by the Issuer as reported herein, an equal number of shares of Class B common stock of the Issuer held by the Reporting Persons were canceled for no consideration.

F5 · derivative.expiration_date: 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. The LLC Units have no expiration date. Pursuant to the Purchase Agreement, in connection with the purchases of LLC Units by the Issuer as reported herein, an equal number of shares of Class B common stock of the Issuer held by the Reporting Persons were canceled for no consideration.

F6 · derivative.underlying_shares: Represents LLC Units of PHD Group Holdings held by Berkshire Fund VIII, L.P. ("VIII") following the sale to the Issuer pursuant to the Purchase Agreement. Such securities may be deemed to be beneficially owned by BPH; BPSP; 8BA, its general partner; and BP, its investment adviser. BPH, BPSP, VIII, 8BA and BP are under common control and may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) of the Act. Each of BPH, BPSP, VIII, 8BA and BP disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein.

F6 · ownership.nature: Represents LLC Units of PHD Group Holdings held by Berkshire Fund VIII, L.P. ("VIII") following the sale to the Issuer pursuant to the Purchase Agreement. Such securities may be deemed to be beneficially owned by BPH; BPSP; 8BA, its general partner; and BP, its investment adviser. BPH, BPSP, VIII, 8BA and BP are under common control and may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) of the Act. Each of BPH, BPSP, VIII, 8BA and BP disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein.

Read SEC document
August 16, 2022 Filed Aug 18, 2022 21:29 UTC
Berkshire Partners LLCDirector · 10% owner
Berkshire Fund VIII-A, L.P.Director · 10% owner
Berkshire Fund VIII, L.P.Director · 10% owner
Eighth Berkshire Associates LLCDirector · 10% owner
Berkshire Partners Holdings LLCDirector · 10% owner
BPSP, L.P.Director · 10% owner
Disposition to issuerClass A common stock 2,080,584 $22.74 $47,313,728.51
Disclosure

SEC source: 0000899243-22-029187 · doc4.xml · nonDerivative · entry 1

Berkshire Partners LLC · CIK 0001312988 · Director · 10% owner

Berkshire Fund VIII-A, L.P. · CIK 0001514454 · Director · 10% owner

Berkshire Fund VIII, L.P. · CIK 0001514470 · Director · 10% owner

Berkshire Investors III LLC · CIK 0001505184 · Director

Berkshire Investors IV LLC · CIK 0001505185 · Director

Eighth Berkshire Associates LLC · CIK 0001888111 · Director · 10% owner

Berkshire Partners Holdings LLC · CIK 0001597786 · Director · 10% owner

BPSP, L.P. · CIK 0001597787 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By Berkshire Fund VIII-A, L.P.

Disclosed balance after: 10,262,620

F1 · shares: Represents shares of Class A common stock of the Issuer held by Berkshire Fund VIII-A, L.P. ("VIII-A") following the sale to the Issuer pursuant to the Stock and Unit Purchase Agreement, dated as of August 5, 2022 (the "Purchase Agreement"). Such securities 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 Berkshire Partners LLC ("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.

F2 · shares: (Continued from Footnote 1) 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. BPH, BPSP, VIII-A, 8BA and BP are under common control and may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act"). Each of BPH, BPSP, VIII-A, 8BA and BP disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein.

F1 · ownership.nature: Represents shares of Class A common stock of the Issuer held by Berkshire Fund VIII-A, L.P. ("VIII-A") following the sale to the Issuer pursuant to the Stock and Unit Purchase Agreement, dated as of August 5, 2022 (the "Purchase Agreement"). Such securities 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 Berkshire Partners LLC ("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.

F2 · ownership.nature: (Continued from Footnote 1) 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. BPH, BPSP, VIII-A, 8BA and BP are under common control and may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act"). Each of BPH, BPSP, VIII-A, 8BA and BP disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein.

Read SEC document
May 27, 2022 Filed May 31, 2022 21:11 UTC
Waite Jill FrancineChief Human Resources Officer
Exercise / conversionStock Option (right to buy) · Derivative 44,614 $0.00 Strike: $4.30 $0.00
Disclosure

SEC source: 0001209191-22-032889 · doc4.xml · derivative · entry 3

Waite Jill Francine · CIK 0001886715 · Chief Human Resources Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 178,456

Underlying: Class A Common Stock · 44,614 shares

Expires 2029-08-07

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · shares: Represents the exercise of vested and exercisable options previously granted on 8/7/2019 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 in connection with the Issuer's initial public offering.

F1 · derivative.exercise_date: Represents the exercise of vested and exercisable options previously granted on 8/7/2019 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 in connection with the Issuer's initial public offering.

Read SEC document
May 27, 2022 Filed May 31, 2022 21:11 UTC
Waite Jill FrancineChief Human Resources Officer
SaleClass A Common stock 44,614 $19.10 $852,127.40
Disclosure

SEC source: 0001209191-22-032889 · doc4.xml · nonDerivative · entry 2

Waite Jill Francine · CIK 0001886715 · Chief Human Resources Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 21,900

F2 · price: Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $19.00 to $19.32, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the aforementioned range.

Read SEC document
May 27, 2022 Filed May 31, 2022 21:11 UTC
Waite Jill FrancineChief Human Resources Officer
Exercise / conversionClass A Common stock 44,614 $4.30 $191,840.20
Disclosure

SEC source: 0001209191-22-032889 · doc4.xml · nonDerivative · entry 1

Waite Jill Francine · CIK 0001886715 · Chief Human Resources Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 66,514

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · shares: Represents the exercise of vested and exercisable options previously granted on 8/7/2019 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 in connection with the Issuer's initial public offering.

Read SEC document
May 10, 2022 Filed May 12, 2022 18:24 UTC
Scarpino Nicholas AnthonySVP Marketing & Off-Premises
Exercise / conversionStock Option (right to buy) · Derivative 65,506 $0.00 Strike: $3.30 $0.00
Disclosure

SEC source: 0001209191-22-028493 · doc4.xml · derivative · entry 4

Scarpino Nicholas Anthony · CIK 0001887459 · SVP Marketing & Off-Premises

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 99,849

Underlying: Class A Common Stock · 65,506 shares

Expires 2025-01-05

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · shares: Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $18.00 to $18.81, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the aforementioned range.

F2 · derivative.exercise_date: Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $18.00 to $18.81, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the aforementioned range.

Read SEC document
May 10, 2022 Filed May 12, 2022 18:24 UTC
Scarpino Nicholas AnthonySVP Marketing & Off-Premises
SaleClass A Common stock 200 $20.00 $4,000.00
Disclosure

SEC source: 0001209191-22-028493 · doc4.xml · nonDerivative · entry 3

Scarpino Nicholas Anthony · CIK 0001887459 · SVP Marketing & Off-Premises

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,700

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May 10, 2022 Filed May 12, 2022 18:24 UTC
Scarpino Nicholas AnthonySVP Marketing & Off-Premises
SaleClass A Common stock 65,306 $18.39 $1,200,977.34
Disclosure

SEC source: 0001209191-22-028493 · doc4.xml · nonDerivative · entry 2

Scarpino Nicholas Anthony · CIK 0001887459 · SVP Marketing & Off-Premises

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,900

F2 · price: Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $18.00 to $18.81, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the aforementioned range.

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May 10, 2022 Filed May 12, 2022 18:24 UTC
Scarpino Nicholas AnthonySVP Marketing & Off-Premises
Exercise / conversionClass A Common stock 65,506 $3.30 $216,169.80
Disclosure

SEC source: 0001209191-22-028493 · doc4.xml · nonDerivative · entry 1

Scarpino Nicholas Anthony · CIK 0001887459 · SVP Marketing & Off-Premises

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 76,206

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · shares: Represents the exercise of 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 in connection with the Issuer's initial public offering. The options vested in equal annual installments on each of the first five anniversaries of the grant date, and are fully vested.

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January 18, 2022 Filed Jan 20, 2022 20:18 UTC GrantClass A common stock 8,131 $0.00 $0.00
Disclosure

SEC source: 0000899243-22-002738 · doc4.xml · nonDerivative · entry 1

LUBIN RICHARD K · CIK 0001034025 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,131

F1 · shares: Represents restricted stock units granted on January 18, 2022, 6,000 of which will vest in equal installments on each of October 21, 2022, October 21, 2023 and October 21, 2024 and 2,131 of which will vest in full on December 31, 2022, in each case, subject to the Reporting Person's continued service with the Issuer through such vesting date and the terms of the applicable award agreement.

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January 18, 2022 Filed Jan 20, 2022 20:21 UTC GrantClass A common stock 8,397 $0.00 $0.00
Disclosure

SEC source: 0000899243-22-002744 · doc4.xml · nonDerivative · entry 1

Lutzker Joshua Adam · CIK 0001886815 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,397

F1 · shares: Represents restricted stock units granted on January 18, 2022, 6,000 of which will vest in equal installments on each of October 21, 2022, October 21, 2023 and October 21, 2024 and 2,397 of which will vest in full on December 31, 2022, in each case, subject to the Reporting Person's continued service with the Issuer through such vesting date and the terms of the applicable award agreement.

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January 18, 2022 Filed Jan 21, 2022 01:16 UTC
Berkshire Partners LLCDirector · 10% owner
Berkshire Fund VIII-A, L.P.Director · 10% owner
Eighth Berkshire Associates LLCDirector · 10% owner
Berkshire Partners Holdings LLCDirector · 10% owner
BPSP, L.P.Director · 10% owner
GrantClass A common stock 16,528 $0.00 $0.00
Disclosure

SEC source: 0000899243-22-002736 · doc4.xml · nonDerivative · entry 1

Berkshire Partners LLC · CIK 0001312988 · Director · 10% owner

Berkshire Fund VIII-A, L.P. · CIK 0001514454 · Director · 10% owner

Eighth Berkshire Associates LLC · CIK 0001888111 · Director · 10% owner

Berkshire Partners Holdings LLC · CIK 0001597786 · Director · 10% owner

BPSP, L.P. · CIK 0001597787 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See notes

Disclosed balance after: 16,528

F1 · shares: Represents 8,131 restricted stock units granted to Richard Lubin and 8,397 restricted stock units granted to Joshua Lutzker on January 18, 2022 for their service on the Board of Directors of the Issuer, 12,000 of which will vest in equal installments on each of October 21, 2022, October 21, 2023 and October 21, 2024, and 4,528 of which will vest in full on December 31, 2022, in each case, subject to the Reporting Person's continued service with the Issuer through such vesting date and the terms of the directors' applicable award agreements.

F1 · ownership.nature: Represents 8,131 restricted stock units granted to Richard Lubin and 8,397 restricted stock units granted to Joshua Lutzker on January 18, 2022 for their service on the Board of Directors of the Issuer, 12,000 of which will vest in equal installments on each of October 21, 2022, October 21, 2023 and October 21, 2024, and 4,528 of which will vest in full on December 31, 2022, in each case, subject to the Reporting Person's continued service with the Issuer through such vesting date and the terms of the directors' applicable award agreements.

F2 · ownership.nature: Any securities issued to Mr. Lubin or Mr. Lutzker for service as a director of the Issuer are held by each of them for the benefit of funds or entities affiliated with Berkshire Partners LLC. ("BP"). The Reporting Persons disclaim beneficial ownership of such securities, except to the extent of their pecuniary interest therein, and the inclusion of any securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

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January 18, 2022 Filed Jan 21, 2022 01:22 UTC GrantClass A common stock 7,065 $0.00 $0.00
Disclosure

SEC source: 0000899243-22-002745 · doc4.xml · nonDerivative · entry 1

Dodson Paulette R. · CIK 0001517319 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,065

F1 · shares: Represents restricted stock units granted on January 18, 2022, 6,000 of which will vest in equal installments on each of October 21, 2022, October 21, 2023 and October 21, 2024 and 1,065 of which will vest in full on December 31, 2022, in each case, subject to the Reporting Person's continued service with the Issuer through such vesting date and the terms of the applicable award agreement.

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January 18, 2022 Filed Jan 21, 2022 01:18 UTC GrantClass A common stock 532 $0.00 $0.00
Disclosure

SEC source: 0000899243-22-002739 · doc4.xml · nonDerivative · entry 1

Bordelon Ann G. · CIK 0001761825 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,532

F1 · shares: Represents restricted stock units granted on January 18, 2022, which will vest in full on December 31, 2022, subject to the Reporting Person's continued service with the Issuer through such vesting date and the terms of the applicable award agreement.

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January 18, 2022 Filed Jan 20, 2022 20:21 UTC GrantClass A common stock 2,131 $0.00 $0.00
Disclosure

SEC source: 0000899243-22-002743 · doc4.xml · nonDerivative · entry 1

Glass Noah H. · CIK 0001844608 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,131

F1 · shares: Represents restricted stock units granted on January 18, 2022, which will vest in full on December 31, 2022, subject to the Reporting Person's continued service with the Issuer through such vesting date and the terms of the applicable award agreement.

Read SEC document
October 25, 2021 Filed Oct 27, 2021 17:41 UTC Disposition to issuerLLC Units of PHD Group Holdings LLC · Derivative 172,259 Not disclosed Strike: $18.75 Not disclosed
Disclosure

SEC source: 0000899243-21-041736 · doc4.xml · derivative · entry 4

LUBIN RICHARD K · CIK 0001034025 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Berkshire Investors IV LLC

Disclosed balance after: 2,688,819

Underlying: Class A common stock · 172,259 shares

Expires not disclosed

F3 · price: 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. The LLC Units have no expiration date. Pursuant to the Purchase Agreement, in connection with the purchases of LLC Units by the Issuer as reported herein, an equal number of shares of Class B common stock of the Issuer held by the Reporting Persons were canceled for no consideration.

F3 · derivative.exercise_date: 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. The LLC Units have no expiration date. Pursuant to the Purchase Agreement, in connection with the purchases of LLC Units by the Issuer as reported herein, an equal number of shares of Class B common stock of the Issuer held by the Reporting Persons were canceled for no consideration.

F3 · derivative.expiration_date: 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. The LLC Units have no expiration date. Pursuant to the Purchase Agreement, in connection with the purchases of LLC Units by the Issuer as reported herein, an equal number of shares of Class B common stock of the Issuer held by the Reporting Persons were canceled for no consideration.

F6 · derivative.underlying_shares: Represents LLC Units of PHD Group Holdings held by Berkshire Investors IV LLC ("BI IV") following the sale to the Issuer pursuant to the Purchase Agreement. The Reporting Person is a managing member of BI IV. By virtue of the relationship described in the preceding sentence, the Reporting Person may be deemed to share beneficial ownership with respect to the shares of Class A common stock held by BI IV. The Reporting Person disclaims beneficial ownership of the shares held by BI IV, except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

F6 · ownership.nature: Represents LLC Units of PHD Group Holdings held by Berkshire Investors IV LLC ("BI IV") following the sale to the Issuer pursuant to the Purchase Agreement. The Reporting Person is a managing member of BI IV. By virtue of the relationship described in the preceding sentence, the Reporting Person may be deemed to share beneficial ownership with respect to the shares of Class A common stock held by BI IV. The Reporting Person disclaims beneficial ownership of the shares held by BI IV, except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

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October 25, 2021 Filed Oct 27, 2021 17:41 UTC Disposition to issuerLLC Units of PHD Group Holdings LLC · Derivative 52,302 Not disclosed Strike: $18.75 Not disclosed
Disclosure

SEC source: 0000899243-21-041736 · doc4.xml · derivative · entry 3

LUBIN RICHARD K · CIK 0001034025 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Berkshire Investors III LLC

Disclosed balance after: 816,385

Underlying: Class A common stock · 52,302 shares

Expires not disclosed

F3 · price: 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. The LLC Units have no expiration date. Pursuant to the Purchase Agreement, in connection with the purchases of LLC Units by the Issuer as reported herein, an equal number of shares of Class B common stock of the Issuer held by the Reporting Persons were canceled for no consideration.

F3 · derivative.exercise_date: 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. The LLC Units have no expiration date. Pursuant to the Purchase Agreement, in connection with the purchases of LLC Units by the Issuer as reported herein, an equal number of shares of Class B common stock of the Issuer held by the Reporting Persons were canceled for no consideration.

F3 · derivative.expiration_date: 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. The LLC Units have no expiration date. Pursuant to the Purchase Agreement, in connection with the purchases of LLC Units by the Issuer as reported herein, an equal number of shares of Class B common stock of the Issuer held by the Reporting Persons were canceled for no consideration.

F5 · derivative.underlying_shares: Represents LLC Units of PHD Group Holdings held by Berkshire Investors III LLC ("BI III") following the sale to the Issuer pursuant to the Purchase Agreement. The Reporting Person is a managing member of BI III. By virtue of the relationship described in the preceding sentence, the Reporting Person may be deemed to share beneficial ownership with respect to the shares of Class A common stock held by BI III. The Reporting Person disclaims beneficial ownership of the shares held by BI III, except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

F5 · ownership.nature: Represents LLC Units of PHD Group Holdings held by Berkshire Investors III LLC ("BI III") following the sale to the Issuer pursuant to the Purchase Agreement. The Reporting Person is a managing member of BI III. By virtue of the relationship described in the preceding sentence, the Reporting Person may be deemed to share beneficial ownership with respect to the shares of Class A common stock held by BI III. The Reporting Person disclaims beneficial ownership of the shares held by BI III, except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

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October 25, 2021 Filed Oct 27, 2021 17:41 UTC Disposition to issuerLLC Units of PHD Group Holdings LLC · Derivative 1,903,123 Not disclosed Strike: $18.75 Not disclosed
Disclosure

SEC source: 0000899243-21-041736 · doc4.xml · derivative · entry 2

LUBIN RICHARD K · CIK 0001034025 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Berkshire Fund VIII, L.P.

Disclosed balance after: 29,706,278

Underlying: Class A common stock · 1,903,123 shares

Expires not disclosed

F3 · price: 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. The LLC Units have no expiration date. Pursuant to the Purchase Agreement, in connection with the purchases of LLC Units by the Issuer as reported herein, an equal number of shares of Class B common stock of the Issuer held by the Reporting Persons were canceled for no consideration.

F3 · derivative.exercise_date: 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. The LLC Units have no expiration date. Pursuant to the Purchase Agreement, in connection with the purchases of LLC Units by the Issuer as reported herein, an equal number of shares of Class B common stock of the Issuer held by the Reporting Persons were canceled for no consideration.

F3 · derivative.expiration_date: 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. The LLC Units have no expiration date. Pursuant to the Purchase Agreement, in connection with the purchases of LLC Units by the Issuer as reported herein, an equal number of shares of Class B common stock of the Issuer held by the Reporting Persons were canceled for no consideration.

F4 · derivative.underlying_shares: Represents LLC Units of PHD Group Holdings held by Berkshire Fund VIII, L.P. ("VIII") following the sale to the Issuer pursuant to the Purchase Agreement. Such securities may be deemed to be beneficially owned by BPH; BPSP; 8BA, its general partner; and BP, its investment adviser. The Reporting Person is a managing member of BPH, BPSP, 8BA and BP. By virtue of the relationships described in the preceding sentence, the Reporting Person may be deemed to share beneficial ownership with respect to the shares of Class A common stock held by VIII and such other accounts. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein, and the inclusion of any securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

F4 · ownership.nature: Represents LLC Units of PHD Group Holdings held by Berkshire Fund VIII, L.P. ("VIII") following the sale to the Issuer pursuant to the Purchase Agreement. Such securities may be deemed to be beneficially owned by BPH; BPSP; 8BA, its general partner; and BP, its investment adviser. The Reporting Person is a managing member of BPH, BPSP, 8BA and BP. By virtue of the relationships described in the preceding sentence, the Reporting Person may be deemed to share beneficial ownership with respect to the shares of Class A common stock held by VIII and such other accounts. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein, and the inclusion of any securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

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October 25, 2021 Filed Oct 27, 2021 17:41 UTC Disposition to issuerClass A common stock 790,763 $18.75 $14,826,806.25
Disclosure

SEC source: 0000899243-21-041736 · doc4.xml · nonDerivative · entry 1

LUBIN RICHARD K · CIK 0001034025 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Berkshire Fund VIII-A, L.P.

Disclosed balance after: 12,343,204

F1 · shares: Represents shares of Class A common stock of the Issuer held by Berkshire Fund VIII-A, L.P. ("VIII-A") following the sale to the Issuer pursuant to the Stock and Unit Purchase Agreement, dated as of October 12, 2021 (the "Purchase Agreement"). Such securities 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 Berkshire Partners L.P. ("BP"), its investment adviser. The Reporting Person is a managing member of BPH, BPSP, 8BA and BP. By virtue of the relationships described in the preceding sentence, the Reporting Person may be deemed to share beneficial ownership with respect to the shares of common stock held by VIII-A and such other accounts.

F2 · shares: (Continued from Footnote 1) The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein, and the inclusion of any securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), or for any other purpose.

F1 · ownership.nature: Represents shares of Class A common stock of the Issuer held by Berkshire Fund VIII-A, L.P. ("VIII-A") following the sale to the Issuer pursuant to the Stock and Unit Purchase Agreement, dated as of October 12, 2021 (the "Purchase Agreement"). Such securities 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 Berkshire Partners L.P. ("BP"), its investment adviser. The Reporting Person is a managing member of BPH, BPSP, 8BA and BP. By virtue of the relationships described in the preceding sentence, the Reporting Person may be deemed to share beneficial ownership with respect to the shares of common stock held by VIII-A and such other accounts.

F2 · ownership.nature: (Continued from Footnote 1) The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein, and the inclusion of any securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), or for any other purpose.

Read SEC document
October 25, 2021 Filed Oct 27, 2021 17:46 UTC Disposition to issuerLLC Units of PHD Group Holdings LLC · Derivative 172,259 Not disclosed Strike: $18.75 Not disclosed
Disclosure

SEC source: 0000899243-21-041740 · doc4.xml · derivative · entry 4

Lutzker Joshua Adam · CIK 0001886815 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Berkshire Investors IV LLC

Disclosed balance after: 2,688,819

Underlying: Class A common stock · 172,259 shares

Expires not disclosed

F3 · price: 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. The LLC Units have no expiration date. Pursuant to the Purchase Agreement, in connection with the purchases of LLC Units by the Issuer as reported herein, an equal number of shares of Class B common stock of the Issuer held by the Reporting Persons were canceled for no consideration.

F3 · derivative.exercise_date: 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. The LLC Units have no expiration date. Pursuant to the Purchase Agreement, in connection with the purchases of LLC Units by the Issuer as reported herein, an equal number of shares of Class B common stock of the Issuer held by the Reporting Persons were canceled for no consideration.

F3 · derivative.expiration_date: 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. The LLC Units have no expiration date. Pursuant to the Purchase Agreement, in connection with the purchases of LLC Units by the Issuer as reported herein, an equal number of shares of Class B common stock of the Issuer held by the Reporting Persons were canceled for no consideration.

F6 · derivative.underlying_shares: Represents LLC Units of PHD Group Holdings held by Berkshire Investors IV LLC ("BI IV") following the sale to the Issuer pursuant to the Purchase Agreement. The Reporting Person is a managing member of BI IV. By virtue of the relationship described in the preceding sentence, the Reporting Person may be deemed to share beneficial ownership with respect to the shares of Class A common stock held by BI IV. The Reporting Person disclaims beneficial ownership of the shares held by BI IV, except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

F6 · ownership.nature: Represents LLC Units of PHD Group Holdings held by Berkshire Investors IV LLC ("BI IV") following the sale to the Issuer pursuant to the Purchase Agreement. The Reporting Person is a managing member of BI IV. By virtue of the relationship described in the preceding sentence, the Reporting Person may be deemed to share beneficial ownership with respect to the shares of Class A common stock held by BI IV. The Reporting Person disclaims beneficial ownership of the shares held by BI IV, except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

Read SEC document
October 25, 2021 Filed Oct 27, 2021 17:46 UTC Disposition to issuerLLC Units of PHD Group Holdings LLC · Derivative 52,302 Not disclosed Strike: $18.75 Not disclosed
Disclosure

SEC source: 0000899243-21-041740 · doc4.xml · derivative · entry 3

Lutzker Joshua Adam · CIK 0001886815 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Berkshire Investors III LLC

Disclosed balance after: 816,385

Underlying: Class A common stock · 52,302 shares

Expires not disclosed

F3 · price: 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. The LLC Units have no expiration date. Pursuant to the Purchase Agreement, in connection with the purchases of LLC Units by the Issuer as reported herein, an equal number of shares of Class B common stock of the Issuer held by the Reporting Persons were canceled for no consideration.

F3 · derivative.exercise_date: 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. The LLC Units have no expiration date. Pursuant to the Purchase Agreement, in connection with the purchases of LLC Units by the Issuer as reported herein, an equal number of shares of Class B common stock of the Issuer held by the Reporting Persons were canceled for no consideration.

F3 · derivative.expiration_date: 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. The LLC Units have no expiration date. Pursuant to the Purchase Agreement, in connection with the purchases of LLC Units by the Issuer as reported herein, an equal number of shares of Class B common stock of the Issuer held by the Reporting Persons were canceled for no consideration.

F5 · derivative.underlying_shares: Represents LLC Units of PHD Group Holdings held by Berkshire Investors III LLC ("BI III") following the sale to the Issuer pursuant to the Purchase Agreement. The Reporting Person is a managing member of BI III. By virtue of the relationship described in the preceding sentence, the Reporting Person may be deemed to share beneficial ownership with respect to the shares of Class A common stock held by BI III. The Reporting Person disclaims beneficial ownership of the shares held by BI III, except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

F5 · ownership.nature: Represents LLC Units of PHD Group Holdings held by Berkshire Investors III LLC ("BI III") following the sale to the Issuer pursuant to the Purchase Agreement. The Reporting Person is a managing member of BI III. By virtue of the relationship described in the preceding sentence, the Reporting Person may be deemed to share beneficial ownership with respect to the shares of Class A common stock held by BI III. The Reporting Person disclaims beneficial ownership of the shares held by BI III, except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

Read SEC document
October 25, 2021 Filed Oct 27, 2021 17:46 UTC Disposition to issuerLLC Units of PHD Group Holdings LLC · Derivative 1,903,123 Not disclosed Strike: $18.75 Not disclosed
Disclosure

SEC source: 0000899243-21-041740 · doc4.xml · derivative · entry 2

Lutzker Joshua Adam · CIK 0001886815 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Berkshire Fund VIII, L.P.

Disclosed balance after: 29,706,278

Underlying: Class A common stock · 1,903,123 shares

Expires not disclosed

F3 · price: 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. The LLC Units have no expiration date. Pursuant to the Purchase Agreement, in connection with the purchases of LLC Units by the Issuer as reported herein, an equal number of shares of Class B common stock of the Issuer held by the Reporting Persons were canceled for no consideration.

F3 · derivative.exercise_date: 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. The LLC Units have no expiration date. Pursuant to the Purchase Agreement, in connection with the purchases of LLC Units by the Issuer as reported herein, an equal number of shares of Class B common stock of the Issuer held by the Reporting Persons were canceled for no consideration.

F3 · derivative.expiration_date: 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. The LLC Units have no expiration date. Pursuant to the Purchase Agreement, in connection with the purchases of LLC Units by the Issuer as reported herein, an equal number of shares of Class B common stock of the Issuer held by the Reporting Persons were canceled for no consideration.

F4 · derivative.underlying_shares: Represents LLC Units of PHD Group Holdings held by Berkshire Fund VIII, L.P. ("VIII") following the sale to the Issuer pursuant to the Purchase Agreement. Such securities may be deemed to be beneficially owned by BPH; BPSP; 8BA, its general partner; and BP, its investment adviser. The Reporting Person is a managing member of BPH, BPSP, 8BA and BP. By virtue of the relationships described in the preceding sentence, the Reporting Person may be deemed to share beneficial ownership with respect to the shares of Class A common stock held by VIII and such other accounts. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein, and the inclusion of any securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

F4 · ownership.nature: Represents LLC Units of PHD Group Holdings held by Berkshire Fund VIII, L.P. ("VIII") following the sale to the Issuer pursuant to the Purchase Agreement. Such securities may be deemed to be beneficially owned by BPH; BPSP; 8BA, its general partner; and BP, its investment adviser. The Reporting Person is a managing member of BPH, BPSP, 8BA and BP. By virtue of the relationships described in the preceding sentence, the Reporting Person may be deemed to share beneficial ownership with respect to the shares of Class A common stock held by VIII and such other accounts. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein, and the inclusion of any securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

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October 25, 2021 Filed Oct 27, 2021 17:46 UTC Disposition to issuerClass A common stock 790,763 $18.75 $14,826,806.25
Disclosure

SEC source: 0000899243-21-041740 · doc4.xml · nonDerivative · entry 1

Lutzker Joshua Adam · CIK 0001886815 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Berkshire Fund VIII-A, L.P.

Disclosed balance after: 12,343,204

F1 · shares: Represents shares of Class A common stock of the Issuer held by Berkshire Fund VIII-A, L.P. ("VIII-A") following the sale to the Issuer pursuant to the Stock and Unit Purchase Agreement, dated as of October 12, 2021 (the "Purchase Agreement"). Such securities 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 Berkshire Partners L.P. ("BP"), its investment adviser. The Reporting Person is a managing member of BPH, BPSP, 8BA and BP. By virtue of the relationships described in the preceding sentence, the Reporting Person may be deemed to share beneficial ownership with respect to the shares of common stock held by VIII-A and such other accounts.

F2 · shares: (Continued from Footnote 1) The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein, and the inclusion of any securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), or for any other purpose.

F1 · ownership.nature: Represents shares of Class A common stock of the Issuer held by Berkshire Fund VIII-A, L.P. ("VIII-A") following the sale to the Issuer pursuant to the Stock and Unit Purchase Agreement, dated as of October 12, 2021 (the "Purchase Agreement"). Such securities 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 Berkshire Partners L.P. ("BP"), its investment adviser. The Reporting Person is a managing member of BPH, BPSP, 8BA and BP. By virtue of the relationships described in the preceding sentence, the Reporting Person may be deemed to share beneficial ownership with respect to the shares of common stock held by VIII-A and such other accounts.

F2 · ownership.nature: (Continued from Footnote 1) The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein, and the inclusion of any securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), or for any other purpose.

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October 25, 2021 Filed Oct 27, 2021 21:42 UTC
Berkshire Partners LLCDirector · 10% owner
Berkshire Fund VIII-A, L.P.Director · 10% owner
Berkshire Fund VIII, L.P.Director · 10% owner
Eighth Berkshire Associates LLCDirector · 10% owner
Berkshire Partners Holdings LLCDirector · 10% owner
BPSP, L.P.Director · 10% owner
Disposition to issuerLLC Units of PHD Group Holdings LLC · Derivative 172,259 Not disclosed Strike: $18.75 Not disclosed
Disclosure

SEC source: 0000899243-21-041737 · doc4.xml · derivative · entry 4

Berkshire Partners LLC · CIK 0001312988 · Director · 10% owner

Berkshire Fund VIII-A, L.P. · CIK 0001514454 · Director · 10% owner

Berkshire Fund VIII, L.P. · CIK 0001514470 · Director · 10% owner

Berkshire Investors III LLC · CIK 0001505184 · Director

Berkshire Investors IV LLC · CIK 0001505185 · Director

Eighth Berkshire Associates LLC · CIK 0001888111 · Director · 10% owner

Berkshire Partners Holdings LLC · CIK 0001597786 · Director · 10% owner

BPSP, L.P. · CIK 0001597787 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,688,819

Underlying: Class A common stock · 172,259 shares

Expires not disclosed

F3 · price: 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. The LLC Units have no expiration date. Pursuant to the Purchase Agreement, in connection with the purchases of LLC Units by the Issuer as reported herein, an equal number of shares of Class B common stock of the Issuer held by the Reporting Persons were canceled for no consideration.

F3 · derivative.exercise_date: 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. The LLC Units have no expiration date. Pursuant to the Purchase Agreement, in connection with the purchases of LLC Units by the Issuer as reported herein, an equal number of shares of Class B common stock of the Issuer held by the Reporting Persons were canceled for no consideration.

F3 · derivative.expiration_date: 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. The LLC Units have no expiration date. Pursuant to the Purchase Agreement, in connection with the purchases of LLC Units by the Issuer as reported herein, an equal number of shares of Class B common stock of the Issuer held by the Reporting Persons were canceled for no consideration.

F6 · derivative.underlying_shares: Represents LLC Units of PHD Group Holdings held by Berkshire Investors IV LLC ("BI IV") following the sale to the Issuer pursuant to the Purchase Agreement. BI IV may be deemed to be, but does not admit to being, a member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Act and disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein.

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October 25, 2021 Filed Oct 27, 2021 21:42 UTC
Berkshire Partners LLCDirector · 10% owner
Berkshire Fund VIII-A, L.P.Director · 10% owner
Berkshire Fund VIII, L.P.Director · 10% owner
Eighth Berkshire Associates LLCDirector · 10% owner
Berkshire Partners Holdings LLCDirector · 10% owner
BPSP, L.P.Director · 10% owner
Disposition to issuerLLC Units of PHD Group Holdings LLC · Derivative 52,302 Not disclosed Strike: $18.75 Not disclosed
Disclosure

SEC source: 0000899243-21-041737 · doc4.xml · derivative · entry 3

Berkshire Partners LLC · CIK 0001312988 · Director · 10% owner

Berkshire Fund VIII-A, L.P. · CIK 0001514454 · Director · 10% owner

Berkshire Fund VIII, L.P. · CIK 0001514470 · Director · 10% owner

Berkshire Investors III LLC · CIK 0001505184 · Director

Berkshire Investors IV LLC · CIK 0001505185 · Director

Eighth Berkshire Associates LLC · CIK 0001888111 · Director · 10% owner

Berkshire Partners Holdings LLC · CIK 0001597786 · Director · 10% owner

BPSP, L.P. · CIK 0001597787 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 816,385

Underlying: Class A common stock · 52,302 shares

Expires not disclosed

F3 · price: 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. The LLC Units have no expiration date. Pursuant to the Purchase Agreement, in connection with the purchases of LLC Units by the Issuer as reported herein, an equal number of shares of Class B common stock of the Issuer held by the Reporting Persons were canceled for no consideration.

F3 · derivative.exercise_date: 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. The LLC Units have no expiration date. Pursuant to the Purchase Agreement, in connection with the purchases of LLC Units by the Issuer as reported herein, an equal number of shares of Class B common stock of the Issuer held by the Reporting Persons were canceled for no consideration.

F3 · derivative.expiration_date: 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. The LLC Units have no expiration date. Pursuant to the Purchase Agreement, in connection with the purchases of LLC Units by the Issuer as reported herein, an equal number of shares of Class B common stock of the Issuer held by the Reporting Persons were canceled for no consideration.

F5 · derivative.underlying_shares: Represents LLC Units of PHD Group Holdings held by Berkshire Investors III LLC ("BI III") following the sale to the Issuer pursuant to the Purchase Agreement. BI III may be deemed to be, but does not admit to being, a member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Act and disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein.

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October 25, 2021 Filed Oct 27, 2021 21:42 UTC
Berkshire Partners LLCDirector · 10% owner
Berkshire Fund VIII-A, L.P.Director · 10% owner
Berkshire Fund VIII, L.P.Director · 10% owner
Eighth Berkshire Associates LLCDirector · 10% owner
Berkshire Partners Holdings LLCDirector · 10% owner
BPSP, L.P.Director · 10% owner
Disposition to issuerLLC Units of PHD Group Holdings LLC · Derivative 1,903,123 Not disclosed Strike: $18.75 Not disclosed
Disclosure

SEC source: 0000899243-21-041737 · doc4.xml · derivative · entry 2

Berkshire Partners LLC · CIK 0001312988 · Director · 10% owner

Berkshire Fund VIII-A, L.P. · CIK 0001514454 · Director · 10% owner

Berkshire Fund VIII, L.P. · CIK 0001514470 · Director · 10% owner

Berkshire Investors III LLC · CIK 0001505184 · Director

Berkshire Investors IV LLC · CIK 0001505185 · Director

Eighth Berkshire Associates LLC · CIK 0001888111 · Director · 10% owner

Berkshire Partners Holdings LLC · CIK 0001597786 · Director · 10% owner

BPSP, L.P. · CIK 0001597787 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By Berkshire Fund VIII, L.P.

Disclosed balance after: 29,706,278

Underlying: Class A common stock · 1,903,123 shares

Expires not disclosed

F3 · price: 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. The LLC Units have no expiration date. Pursuant to the Purchase Agreement, in connection with the purchases of LLC Units by the Issuer as reported herein, an equal number of shares of Class B common stock of the Issuer held by the Reporting Persons were canceled for no consideration.

F3 · derivative.exercise_date: 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. The LLC Units have no expiration date. Pursuant to the Purchase Agreement, in connection with the purchases of LLC Units by the Issuer as reported herein, an equal number of shares of Class B common stock of the Issuer held by the Reporting Persons were canceled for no consideration.

F3 · derivative.expiration_date: 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. The LLC Units have no expiration date. Pursuant to the Purchase Agreement, in connection with the purchases of LLC Units by the Issuer as reported herein, an equal number of shares of Class B common stock of the Issuer held by the Reporting Persons were canceled for no consideration.

F4 · derivative.underlying_shares: Represents LLC Units of PHD Group Holdings held by Berkshire Fund VIII, L.P. ("VIII") following the sale to the Issuer pursuant to the Purchase Agreement. Such securities may be deemed to be beneficially owned by BPH; BPSP; 8BA, its general partner; and BP, its investment adviser. BPH, BPSP, VIII, 8BA and BP are under common control and may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) of the Act. Each of BPH, BPSP, VIII, 8BA and Berkshire Partners disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein.

F4 · ownership.nature: Represents LLC Units of PHD Group Holdings held by Berkshire Fund VIII, L.P. ("VIII") following the sale to the Issuer pursuant to the Purchase Agreement. Such securities may be deemed to be beneficially owned by BPH; BPSP; 8BA, its general partner; and BP, its investment adviser. BPH, BPSP, VIII, 8BA and BP are under common control and may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) of the Act. Each of BPH, BPSP, VIII, 8BA and Berkshire Partners disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein.

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October 25, 2021 Filed Oct 27, 2021 21:42 UTC
Berkshire Partners LLCDirector · 10% owner
Berkshire Fund VIII-A, L.P.Director · 10% owner
Berkshire Fund VIII, L.P.Director · 10% owner
Eighth Berkshire Associates LLCDirector · 10% owner
Berkshire Partners Holdings LLCDirector · 10% owner
BPSP, L.P.Director · 10% owner
Disposition to issuerClass A common stock 790,763 $18.75 $14,826,806.25
Disclosure

SEC source: 0000899243-21-041737 · doc4.xml · nonDerivative · entry 1

Berkshire Partners LLC · CIK 0001312988 · Director · 10% owner

Berkshire Fund VIII-A, L.P. · CIK 0001514454 · Director · 10% owner

Berkshire Fund VIII, L.P. · CIK 0001514470 · Director · 10% owner

Berkshire Investors III LLC · CIK 0001505184 · Director

Berkshire Investors IV LLC · CIK 0001505185 · Director

Eighth Berkshire Associates LLC · CIK 0001888111 · Director · 10% owner

Berkshire Partners Holdings LLC · CIK 0001597786 · Director · 10% owner

BPSP, L.P. · CIK 0001597787 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By Berkshire Fund VIII-A, L.P.

Disclosed balance after: 12,343,204

F1 · shares: Represents shares of Class A common stock of the Issuer held by Berkshire Fund VIII-A, L.P. ("VIII-A") following the sale to the Issuer pursuant to the Stock and Unit Purchase Agreement, dated as of October 12, 2021 (the "Purchase Agreement"). Such securities 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 Berkshire Partners L.P. ("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.

F2 · shares: (Continued from Footnote 1) 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. BPH, BPSP, BP, VIII-A, 8BA and BP are under common control and may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act"). Each of BPH, BPSP, VIII-A, 8BA and BP disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein.

F1 · ownership.nature: Represents shares of Class A common stock of the Issuer held by Berkshire Fund VIII-A, L.P. ("VIII-A") following the sale to the Issuer pursuant to the Stock and Unit Purchase Agreement, dated as of October 12, 2021 (the "Purchase Agreement"). Such securities 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 Berkshire Partners L.P. ("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.

F2 · ownership.nature: (Continued from Footnote 1) 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. BPH, BPSP, BP, VIII-A, 8BA and BP are under common control and may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act"). Each of BPH, BPSP, VIII-A, 8BA and BP disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein.

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Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.